Emily Campbell – REPRESENTATIVE TRANSACTIONAL MATTERS

General Corporate

  • Representation of apparel company in connection with formation and corporate governance.
  • Representation of a healthcare informatics company in connection with its agreements with its customers, including advising on HIPAA-related matters.
  • Representation of architecture firm in connection with general matters.
  • Representation of consulting company in connection with its consulting contracts for the provision of consulting services to international trade organizations in the apparel industry.
  • Representation of financial services company in connection with a Promissory Note.
  • Representation of telecommunications company in connection with qualification to do business in other jurisdictions.
  • Representation of commercial real estate broker in connection with its exclusive and non-exclusive broker agreements.
  • Representation of closely-held multigenerational wholesale seafood and shellfish distributor in connection with the preparation of its Shareholders’ Rights Agreement and succession planning.
  • Representation of large food distributor in connection with obtaining a valuation following the death of one of the shareholders in this closely-held business.
  • Representation of finder in connection with its finder’s fee agreement for introductions to a company specializing in security services.
  • Representation of Connecticut-based broker-dealer in connection with its website content and disclosures.
  • Representation of closely-held corporation, which is a national manufacturer of sunroom products, in connection with corporate governance.
  • Representation of consulting company in connection with its consulting contracts for the provision of consulting services to issuers and underwriters who utilize financial print services.
  • Representation of financial services company in connection with its contracts for the provision of financial planning services to individuals and not-for-profit organizations.
  • Representation of founder in connection with the sale of his insolvent company, that had been through multiple rounds of venture funding, but ran into a liquidity crisis, including advising on his fiduciary obligations in light of the company’s financial situation.

Securities Offerings

  • Representation of start-up food company in connection with private equity financing, including preparing handling all Regulation D and Blue Sky filings.
  • Representation of start-up health care company providing health care services through pharmacies in Peru, with a Cayman Islands holding company structure.
  • Representation of start-up health care informatics company in connection with a friends-and-family capital raise.
  • Representation of major underwriter in connection with an exempt offering of $60 million of Series B preferred stock issued by a REIT.
  • Representation of major underwriter in connection with an exempt offering of $150 million of subordinated debt issued by a bank.
  • Representation of telecommunications company in connection with recapitalization.
  • Representation of unique company using a membership model to deliver beverage and food service, as well as to offer retail furniture, home furnishings and other products, in connection with a debt offering.

Venture Capital

  • Representation of California-based venture capital firm, with a fourth fund of $1.5 billion, in connection with its investment in a Series A financing round for an Internet-based company providing pre-tax benefits ($6 million investment) and its investment in a Series B financing round for an optical network technology company founded by a well-known entrepreneur with a proven track record ($37.5 million investment).
  • Representation of New York-based venture capital firm, raising fund of $100 million, in connection with its fundraising efforts, as well as its early-stage investment in a company providing optic interconnect systems developed with funding from the federal government for the telecommunications and aerospace industries ($1 million investment) and its early-stage investment in a company providing personalization and customer management tools ($1 million investment).

Emerging Companies

  • Representation of start-up e-tailer specializing in home appliances.
  • Representation of publicly-traded Internet company providing email and other services to businesses and consumers.
  • Representation of start-up company specializing in on-line equipment leasing.
  • Representation of California-based company specializing in collocation.
  • Representation of a start-up financial services company providing an online platform for the trading of energy credits and for connecting investors with B Corporations and socially sustainable companies seeking capital.

Mergers and Acquisitions

  • Representation of a technology-based e-tailer in connection with the sale of the assets of the business to a national retailer of women’s apparel.
  • Representation of British Virgin Islands telecommunications company in connection with a going-private transaction.
  • Representation of California bank in connection with a hostile tender offer for another California bank.
  • Representation of Ohio public utility in connection with an acquisition of a gas utility company and in connection with a merger with a New Jersey public utility for a transaction valued at $4.5 billion.
  • Representation of New Mexico public utility in connection with a corporate restructuring plan and separation of assets and in connection with a merger with a Kansas public utility.
  • Representation of New York company in connection with the purchase of real property and other assets of a Montana fishing resort.
  • Representation of entrepreneur in connection with the spin-off of a division of a company he founded.
  • Representation of an owner of a wine distributor in connection with post-sale matters.

Employment

  • Representation of large, multigenerational family-run wholesale seafood and shellfish distributor in connection with preparation of its employee handbook.  Representation of telecommunications company in connection with the preparation of its commission policies for employees and general employment matters.
  • Representation of mortgage broker in connection with his employment opportunities.
  • Representation of commercial real estate broker in connection with the preparation of form contracts for its use with real estate salespersons.
  • Representation of physician in connection with an independent contractor agreement to provide her services to a medical practice.
  • Representation of cosmetic surgeon in connection with the opportunity to become the medical director of a medical spa.
  • Representation of gastroenterologist in connection with his employment agreement with a well-established academic hospital and the dissociation with his prior private practice.
  • Representation of consulting company in connection with its consulting agreement to provide consulting services to a major financial institution.
  • Representation of individual in connection with the negotiation of an employment agreement with a major financial institution.

Intellectual Property and Unfair Competition

  • Representation of an apparel company in connection with its trademark application with the U.S. Patent & Trademark Office.
  • Representation of a healthcare informatics company in connection with its Confidentiality and Inventions Agreements for employees and independent contractors.
  • Representation of software company in connection with software development and maintenance agreements, as well as software licensing.
  • Representation of physician in connection with a publishing deal for the publication of a medical textbook.
  • Representation of apparel company in connection with licensing of University logos to place on products.
  • Representation of an advertising company in connection with its service mark applications with the U.S. Patent & Trademark Office.
  • Representation of consulting company in connection with a contract for the development of its customized software solution.
  • Representation of physician in connection with her development of training videos for physicians in the field of cosmetic medicine.
  • Representation of a financial services company in connection with its trademark application with the U.S. Patent & Trademark Office.
  • Representation of telecommunications company in connection with the preparation of its Confidentiality and Inventions Agreements for employees and independent contractors.

Entertainment

  • Representation of functional shareholder of third generation, well-known publishing and entertainment company, in connection with her role as an executive of the company.
  • Representation of digital distribution company in connection with licensing of music for digital distribution.
  • Representation of individual in a matter involving the negotiation of an option agreement for her life story that was sought by a Hollywood television producer for a made-for-TV movie.
  • Representation of not-for-profit theater company in a variety of matters involving theatrical productions.

Trusts & Estates

  • Representation of individual in connection with estate planning matters, including preparation of a Will, a Durable Power of Attorney and a Health Care Proxy.
  • Representation of individual in connection with obtaining letters of administration to administer a family member’s estate.

Real Estate

  • Representation of telecommunications company in lease negotiation with its landlord for office space in a Class B building in Manhattan.
  • Representation of limited liability company in the acquisition of a three-family residential property in Brooklyn, New York.
  • Representation of seller of a million dollar condominium in Manhattan.
  • Representation of seller of a single family residential property in Brooklyn, New York.
  • Representation of purchaser in connection with the purchase of a condo in Tribeca.
  • Representation of seller in connection with the sale of a commercial co-op zoned for medical office space.
  • Representation of seller of a development site in Upstate New York.

Not-for-Profit

  • Representation of not-for profit company that provides loans up to $50,000 to immigrant entrepreneurs in connection with understanding financial statements and establishing underwriting protocols.
  • Representation of not-for-profit company in connection with publishing agreements for the continued publication of a well-established academic journal.
  • Representation of not-for-profit company in connection with its contracts with the government to provide services to children and families.
  • Representation of women’s health organization based in California in connection with its formation and application for 501(c)(3) tax-exempt status.
  • Representation of not-for-profit company in connection with a publishing agreement for the renewed publication of a well-known psychological test.