Business

CHAIR

Dambrov, Matthew E.

510.834.6600 T

510.808.4649 F

Overview


Wendel Rosen is home to an experienced group of business and corporate attorneys that work closely with attorneys from related disciplines, as appropriate, to offer clients trusted business counsel. Whether you are starting a new small business or positioning your enterprise for an IPO, the attorneys at Wendel Rosen are prepared to help.

Business clients come from very diverse industry sectors; however, they all have the same basic needs to protect their assets, structure their businesses and relationships with other entities, manage their personnel issues, and maintain a viable enterprise.

Although not exhaustive, following is a sampling of matters frequently handled by this group:

  • Corporate organization matters
  • Entity formation: partnerships, incorporations, limited liability companies and partnerships
  • Buy/sell agreements
  • Complex capital structures, including multiple classes of stock, warrants and options and convertible debt instruments
  • Mergers, reorganizations and acquisitions
  • Private placements
  • Operating agreements
  • Employment and consulting agreements
  • Executive compensation agreement and plans
  • Sales of assets and stocks
  • Venture capital and debt financing
  • Manufacturing agreements
  • Confidentiality and trade secret protection programs
  • Federal and Blue Sky securities registrations, compliance and exemptions


If you are interested in this area of law, you may also be interested in reading about the firm's Real Estate and Employment groups.

Experience
  • Represented an online journal for credit and finance professionals in its merger with a leading provider of credit reporting services to mortgage brokers

  • Represented the manufacturer of natural organic fruit snacks in its acquisition by a leading national natural foods company

  • Represented a research and design company providing consulting services to philanthropic organizations in its acquisition through a sale of all assets to a firm providing philanthropic and investment consulting services

  • Represented an e-commerce and direct marketing company in its acquisition by one of the country's largest retailers of fabrics, crafts and home decorating supplies*

  • Represented a software company providing customer data integration and master data management services in its $48 million acquisition by a public company that compiles, manages and provides business information to investors*

  • Engaged as special income tax counsel to advise on the income tax consequences of a proposed downstream merger of a Delaware corporation engaged in the business of designing, manufacturing and installing photovoltaic solar energy systems. Representation included applying to the IRS for and obtaining a private letter ruling that the proposed transaction was not substantially equivalent to a taxable liquidation of the target company.

  • Engaged as tax and corporate counsel for a privately-held U.S. corporation involved in the manufacture and international distribution of high-end audio equipment in connection with its acquisition by an Italian joint stock corporation and a private equity fund incorporated in Italy. The transaction was structured to qualify for an exception to the general rule of §367(a) of the Internal Revenue Code which requires gain recognition in the case of certain transfers of stock in a U.S. corporation by a U.S. person to a foreign corporation.

  • Represented a semiconductor company in its $58 million acquisition by a private equity firm*

  • Represented a software services company in the acquisition of one of its European subsidiaries*

  • Represented a large multinational developer of networking equipment in its acquisition of a subsidiary of a large telecommunications company*

  • Engaged to provide an expert witness report in connection with a case before the United States Tax Court in which the principal issue was establishing the fair market value of certain issued and outstanding shares of the non-voting common stock of a group of affiliated California corporations. The shares in question had been the subject of certain intra-family gift and sales transactions that were challenged by the IRS.

  • Represented a provider of rail freight services in the Central Valley in its acquisition by the largest privately held rail services company in North America

  • Provided insurance and risk management-related due diligence in corporate asset and stock acquisitions

  • Obtained dismissal of extended family members’ claim to $60 million plus share of proceeds from sale of family business.

  • Successfully defended a municipal corporation against claims of harassment and retaliation alleged by an employee. Obtained a unanimous jury verdict absolving the client of liability and successfully opposed the plaintiff’s appeal of the trial court’s ruling on summary judgment of certain claims that were resolved in the client’s favor before trial.

  • Prevailed in a jury trial on claims of financial elder abuse and trespass, resulting in a verdict of nearly $250,000 for the client. Also obtained an order awarding attorneys’ fees and successfully defended the opposing party’s appeal of the jury’s verdict.

  • Obtained summary judgment for client in a contractual dispute concerning the transfer of an interest in a partnership that owns real property in the East Bay, allowing the client to unwind the failed transaction and clear title to the property.

  • Prevailed on a motion for summary judgment against a member’s claim that a limited liability company had mishandled funds, overpaid the managing member and failed to make appropriate distributions. After the motion was granted, judgment on all claims was entered on behalf of the client.

  • Obtained a non-dischargeable judgment in United States Bankruptcy Court against a partner that had embezzled partnership funds prior to filing for bankruptcy.

  • Successfully defended a dry cleaner against a claim that the dry cleaning facility failed to meet the access requirements of the Americans with Disabilities Act. Obtained summary judgment and disposed of the case shortly after it was filed and at minimum cost and expense to the client.

  • Represented acquiring company in significant merger between engineering firms serving the California energy sector. This business combination involved complex regulatory compliance and logistical issues.

  • Represented purchasers in $100 million retail chain acquisition involving complex regulatory compliance and tax issues.*

Attorneys
  • Dambrov, Matthew E.
    Chair
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  • Ankenman, C. Gregg
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  • Balderama, Karen J.
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  • Cohen, Joshua D.
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  • Cramer, Steven J.
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  • Flood, Bart
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  • Israels, Sidney A.
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  • Lyons, Richard A.
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  • Pak, Eugene M.
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  • Palmer, Thomas A.
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  • Smallsreed, Timothy H.
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  • Turner, Walter R.
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  • Wasserman, R. Zachary
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  • Waxman, Richard P.
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