Representative Projects

The following is a representative list of types of clients and matters handled:

Publicly-Traded Corporation: Consultation with foreign counsel and revisions of stock purchase agreement for acquisition of 20% of technology company for $2.4 million; drafting of shareholders’ agreement, employment agreement, confidential information and technology assignment agreement, and real property lease; complete due diligence (except for financial matters); creation of local corporation to hold stock.

Foreign Chip Manufacturer and Foundry: General corporate matters for wholly-owned local subsidiary; negotiation and drafting of chipset and other technology licensing agreements; due diligence relative to proposed acquisitions; consultation regarding various employment matters; representation (co-counsel) in defense of federal suit and International Trade Commission action for patent infringement, unfair competition, and Lanham Act violation relative to Mask Work notice and Semiconductor Chip Protection Act; registration and appeal of mask work registration before the United States Copyright Office; representation relative to subpoena in patent infringement action.

Multi-Media Corporations: All corporate matters; registration of trademark; negotiations and contract drafting with a major film studio, several production companies, and licensing agents.

Publishing Company: All corporate matters; contracts with writers, artists, distributors, management, and manufacturers; licensing and rights, protection of rights.

Multi-National Corporation: Employment agreements with California employees; foreclosure of secured obligation; technology licensing agreement for internet phone; Non-Circumvention, Non-Disclosure & Working Agreement with technology provider; creation of trade secret policy and related documents.

Supermarket Chain: Representation of eight family-owned business organizations, some of which operate supermarkets, others of which own and manage the real property, including formation of all entities (corporations and LLCs), corporate housekeeping, landlord-tenant relations with other tenants in shopping centers, negotiation and purchase of shopping centers, negotiation and drafting of leases, and review of financing documents.

Technology Manufacturers: Drafting of representative agreements for world-wide representation, non-disclosure agreements, consulting agreements, technology acquisition agreements, warranties, web site policies and warranty statements, and employment agreements; various employment matters (terminations).

California Subsidiaries of Foreign Publicly-Traded Corporations: All corporate matters; review and consultation regarding financing documents; representation in major real property acquisition; creation of asset acquisition and disposal procedure for compliance with foreign jurisdiction securities requirements; representation in defense against subpoena in patent infringement litigation; representation in U.S. General Services Administration investigation and subpoena; representation in technology purchase and sales agreements.

Restaurant Chain: Complete representation for chain of 13 restaurants and warehouse, including all corporate work (formation, housekeeping, securities, dissolutions), real property matters, liquor license matters, labor commission matters, sales tax matters, utilities matters, and taxation matters. Estate planning for primary shareholder.

Dot.com Startup: Complete representation, including: dissolution of foreign corporation and reincorporation in California; capitalization counseling; drafting of amended and restated articles of incorporation to authorize Series A and B Preferred Stock; securities issuance, including preparation of investor suitability questionnaire, purchaser representative questionnaire and agreement, stock purchase agreement, subscription agreement, warrants, Regulation D compliance, California Corporations Commission compliance, Blue Sky research in other jurisdictions, drafting of private placement memorandum for $3.5 million round of preferred financing; drafting of Incentive Stock Plan, including incentive stock option, nonstatutory stock option, restrictive stock purchase, and stock grant agreements; preparation of indemnity agreements; preparation of terms and conditions and privacy policy for web site; review and comment on various strategic alliance agreements; trademark registration.

Non-Profit Corporations: Creation of non-profit entity; assistance in obtaining IRC Section 501(c)(3) status; acquisition by one non-profit corporation of the court-related program of another non-profit corporation; advise regarding operational matters.

Material Supplier in Construction Trade: Complete representation of supplier of kitchen appliances wholesale to builders of custom homes, including corporate housekeeping, commercial collections, mechanic’s liens, and related litigation in municipal, superior, appellate, and bankruptcy courts.

Entertainment Enterprise: creation of parent and subsidiary corporations; negotiation and drafting of publishing, artist, and content provider contracts; investor relations; licensing.

Musicians and Artists: Representation of singer/songwriter in the recovery of recording masters and termination of recording contract; review and negotiation of recording contracts and related matters; representation of musician in tour contracts; consultations with authors regarding book publishing contracts; consultations with artists regarding copyright and artist’s rights matters; creation of exclusive representation agreement for exploitation of artist’s works.

Various: Shopping Center lease negotiations; minority shareholder rights defense; preferred shareholder rescission rights resolution; preparation of term sheet for proposed venture funding; sales of LLC economic interest; dissolution of corporations with dissident shareholders; litigation related to breach of contract, breach of fiduciary duties, trade secret protection, negligence, employment-related matters, secured party’s defense of effort by competing secured creditor to invalidate multi-million dollar security interest, copyright infringement litigation, patent infringement litigation, breach of fiduciary duty litigation and cargo losses, among numerous others.

957 Maple Avenue, Carpinteria CA 93013
Voice: 805-566-4944
Fax: 805-684-4064
Email: matthew@mbergerlaw.com