Cases
Representative Matters: Limited Liability Entities: Represented family-held business entities in creating ownership
operational structures to meet control
estate planning objectives with limited liability. Since the LLC Act was enacted in 1997, has helped to organize more than 100 Hawaii
Delaware LLCs
LLPs,
to convert Hawaii
foreign general or limited partnerships into Hawaii LLCs or Delaware LLCs (or LLPs).
Private Placements for Start Up
Emerging Growth Companies: Represented company selling properties with a condominium hotel with securities issues
represented several companies raising capital for l
development on Maui
the Big Isl
(Regulation D offerings)
represented start-up on Maui developing canine cancer treatment with private offering represented hi-tech aqua-culture firm on Maui
represented company developing Hawai'i's first electronic newspaper with private placement to raise funds (Regulation D offering)
represented entrepreneurs in organizing Hawai'i LLC
raising over $13 million in venture capital for hi tech fishing enterprise (Regulation D offering)
represented Hawai'i e-commerce company in restructuring as Delaware corporation
raising private placement funds
represented entrepreneurs developing Internet security software to organize as Delaware corporation
raise capital (Regulation D offering).
Stock
Asset Sales: Represented buyers or sellers of stock, partnership interests, membership interests, or assets of entities involved in such diverse businesses as banking, l
development companies, macadamia nut processor, automobile dealerships, clothing manufacturing, crane
rigging operation, dental supply distribution, bottled water, foreign language school, resort hotel,
pharmacies.
Shareholder
Board Disputes: Represented majority
minority shareholders of closely held corporations in disputes involving majority shareholders' compensation, pursuit of corporate opportunities, rejection of acquisition offers, disputes over buy-sell provisions, control issues, cumulative voting for directors
similar matters.
Large Trusts: Represented large private testamentary trusts in termination planning
design of post-termination structure
in drafting operating agreements for LLC used as termination vehicle for beneficiaries. Represented large testamentary trust in forming LLC to purchase property in Canada as part of its diversification of assets. Represented large testamentary trust against charges by the Internal Revenue Service alleging under valuation of property.
Public Company Representation: Provided SEC advice on acquisitions, periodic reporting, disclosure obligations, securities registration, intrastate offerings,
private placements, restricted securities, going private transactions, the Hawaii Control Share Acquisition Act,
takeover defenses.
No Action Letters: Represented business entities in obtaining no action letter from the Hawaii securities commission concerning various registration issues under Hawaii securities law.
Franchises: Represented clients in advising on federal
state franchise law, including drafting a Franchise Agreement
Federal Disclosure Document for a fast food restaurant, helping to extricate Hawai'i franchises from bad franchise situations,
helping clients to organize as Hawaii business entities to operate franchises in Hawaii
represented Hawaii entrepreneurs launching franchises outside of Hawaii.
Bank Holding Company: Represented Hawaii bank holding company in federal
state security
corporate issues concerning a tender offer
going private transaction effected through a reverse stock split.
