Los Angeles

  • For the eleventh year, we were chosen as one of the top 20 corporate legal practices in the nation by Corporate Board Member. (Corporate Board Member, 2012).

Peter H. Mason
Partner-In-Charge

Our growing Los Angeles location is full service, with a diverse litigation and sophisticated business team that includes:

Appellate

  • Our Appellate team, with more than 30 lawyers firmwide, is acclaimed for handling appeals at all levels in state and federal courts, covering the entire range of substantive civil law.
  • The core of the firm's appellate team is writing briefs and presenting oral arguments in appeals and other proceedings.
  • The firm's appellate lawyers also support trial lawyers by briefing and arguing complex pretrial issues, monitoring trials with a focus on preserving appellate complaints, preparing and objecting to the court's charge and handling critical motions during and after the trial.

Corporate, securities and transactions

  • Represent publicly held companies, as well as large and small private businesses in the organization, planning and operation of their entities, mergers and acquisitions, public and private equity and debt offerings and advising clients on financing and control issues.
  • Represent both issuers and investment banks in connection with public offerings and private placements of securities.
  • Have represented buyers and sellers in over $1 billion of acquisitions in recent years.
  • Represent board members in corporate governance matters.
  • Provide general day-to-day representation to our sizeable base of public and private corporations and partnerships with respect to partnership law matters, including a diversified SEC team.
  • Represent California investor-owned water utilities with respect to general rate case hearings and other applications before the CPUC, as well as in connection with the day-to-day operations, acquisitions and dispositions of assets and water systems.
  • Represent clients in proceedings for the adjudication of water rights.

Banking and business

  • Handle a wide range of transactions, including leveraged buyouts, project finance, real estate finance, acquisition finance, secured lending and bank participations and syndications.
  • Represent both domestic and foreign banks and other lending institutions in providing construction loans and permanent lending facilities for real estate development projects throughout Southern California.
  • Have represented borrowers in over $2 billion of loan transactions in recent years.
  • Represent banks, businesses and underwriters with respect to tax-exempt bonds issued for the development of industrial, residential and public infrastructure projects.
  • Negotiate and draft agreements covering all forms of business transactions and related documentation, including general contracts, distributorship agreements, licensing agreements, technology transfer agreements, executive employment contracts and consulting agreements.
  • Work with trustees and receivers in corporate and real estate rehabilitation, turnaround and liquidation situations.

Bankruptcy and insolvency

  • Represent banks, institutional lenders, commercial clients, creditors' committees and investors as creditors in bankruptcy proceedings, workouts and receivership litigation.
  • Involves such matters as relief from automatic stay, setoff, adequate protection, plan confirmation disputes, perfection and priority of security interests, judicial foreclosure and reclamation.
  • Involved in significant litigation connected with bankruptcy.
  • Represented a group of senior bondholders on a range of matters arising out of a large governmental bankruptcy.
  • Acted as legal counsel for the independent directors in one of the largest directors' and officers' liability cases to arise from a failed leveraged buy-out.
  • Active in other types of insolvency litigation, including statutory receivership actions, as well as an action arising out of the largest casualty insurance insolvency in the nation.
  • Represented municipal utilities in matters related to the California "energy crisis."

Energy

  • Virtually all international and/or domestic transactions involving electrical power, oil and gas, refining, petrochemical and pipeline industries.
  • Development, financing, construction, and operation of energy projects, as well as acquisitions and dispositions of electric power plants, gas processing facilities, petrochemical facilities, energy storage facilities, E&P properties, pipelines, refinery facilities and gathering systems.
  • Regulatory issues related to the pipeline, oil-and-gas-production and electric power industries, including FERC, Department of Interior and state regulatory matters.
  • Ad hoc and administered domestic and international arbitration procedures before a variety of international and domestic tribunals.

Environmental

  • Voted among the ten best firms in the country for environmental law.
  • Represent industrial, commercial, retail and public agency clients in all aspects of environmental law and litigation.
  • Assist private industry and public agencies in environmental due diligence matters, groundwater contamination and air quality issues, hazardous waste cleanup and remediation actions including Superfund litigation and Prop 65 litigation.
  • Represent state wide associations regarding cutting edge Clean Water Act and Clean Air Act issues.
  • Appear before and assist clients in negotiating environmental matters with environmental regulatory agencies including the U.S. Environmental Protection Agency, California Department of Toxic Substance Control, the State and Regional Water Quality Control Boards, the Air Quality Management Districts and Air Resources Board, as well as the Integrated Waste Management Board and the California Environmental Protection Agency.

Health care

  • Provide representation on federal and state administrative and regulatory matters and compliance issues in the full range of substantive areas, from EMTALA, HIPAA and Medicare/Medicaid to California regulatory matters, such as licensing and certification of health facilities.
  • Provide operational advice to health facilities and major medical groups on numerous legal issues including peer review, credentialing and fair hearings for practitioners.
  • Represent health care providers in government investigations, including False Claims Act investigations resulting in extensive experience with a wide variety of federal and state regulatory bodies.
  • Advise hospitals, surgicenters and medical groups in connection with acquisition, financing, and other transactions, and counseled a variety of health care clients on how to accomplish their business objectives within federal and state regulatory parameters.

Intellectual property and technology

  • Work closely with a variety of businesses and inventors, including well-established companies, venture capital companies and emerging companies with technological assets.
  • Obtain and protect intellectual property rights in the United States and other countries.
  • Counsel clients regarding copyrights, patents, trade secrets and trademarks.
  • Practice before government agencies to secure those rights.
  • Litigate in trial and appellate courts throughout the country to protect intellectual property.
  • Handle arbitration, mediation and other litigation alternatives.
  • Negotiate licenses to maximize the value of such property.

International

  • Negotiate and draft commercial agreements and instruments relating to international transactions, tax planning for international operations, cross-border acquisitions and divestitures, customs matters, international financial and investment transactions and export law compliance.
  • Work closely with foreign legal counsel, international corporations and banking and financial institutions worldwide and in appropriate cases, with officials and agencies of the United States and foreign governments.
  • Focus on the Pacific Rim and the representation of Asian clients in California, as well as clients from and in all corners of the world.
  • Notable experience in a wide range of trade regions, including Western Europe, Canada, Mexico, Eastern Europe and Russian trade (including the Russian Far East).
  • Work closely with our London and Hong Kong locations in advising our European, Middle Eastern and Asian clients on California law, particularly with reference to their California investments and in assisting our California-based clients with their business and investments abroad.

Labor and employment law

  • Advise and represent private and public employers in all aspects of the employment relationship.
  • Represent employers before California and federal trial and appellate courts and before administrative agencies.
  • Handle a wide variety of litigation, including alleged wrongful termination in violation of public policy, employment discrimination, sexual harassment, wage claims, employee benefit (ERISA) litigation, unfair labor service proceedings, litigation over plant closings, occupational safety and health matters and matters involving high-tech companies and employee misappropriation of trade secrets and unfair competition.
  • Advise clients concerning all aspects of employment law, including compliance with state and federal labor laws, personnel policies, wage and hour regulation, prevailing wage legislation, substance abuse in the workplace, minority business enterprise certification and employee discharge and discipline.
  • Represent management in negotiating and drafting collective bargaining agreements, representation elections, unfair labor service charges, grievance arbitrations, wage and hour matters and other problems involving administration of the work force.

Litigation

Consistent with the quality of our litigation team in other regions of the United States, the litigation department in the Los Angeles location is noted for its depth and effectiveness. Our Los Angeles litigators are trial officers who possess the experience and skills to handle virtually any type of disputed matter that may arise in the business, commercial, employment, investment, or real estate domain. Our litigation locations have developed specialized proficiency in such areas as:

  • Antitrust and Trade Regulation
  • Mergers and Acquisitions
  • Intellectual Property and the protection of proprietary rights
  • Employment litigation, including claims for wrongful termination, sex, age and race discrimination and harassment in the workplace
  • Product Liability
  • Lender liability and other financial institution litigation
  • Securities litigation
  • Insurance Coverage and "Bad Faith" claims
  • Bankruptcy and Creditors Rights
  • Claims against professional service firms, including accountants

The approach to litigation employed by the Los Angeles location includes five major concepts: (1) efficient use of resources; (2) careful and thoughtful legal analysis; (3) candor with our clients; (4) aggressiveness as warranted by the circumstances surrounding the dispute; and (5)constant consideration of the client's ultimate objective. Few cases are alike; therefore, our litigators have learned to be flexible and innovative in the quest to obtain the best result for our clients.

The Los Angeles litigation department is a strong proponent of and active participant in Alternative Dispute Resolution (ADR) proceedings. We believe that ADR can be employed for many of our clients in order to achieve beneficial results while minimizing costs of litigation.

The breadth of the litigation team in Los Angeles has expanded with the globalization of the world's economy. Our client base extends throughout North America, Central America, Europe, the Middle East and Asia.

Public finance

  • Highly respected, nationally recognized bond counsel.
  • Our tax-exempt bond team is one of the largest in the United States, with twelve bond offices located in the Los Angeles office.
  • Represent issuers, underwriters, letter-of-credit banks, trustees, financial advisors, institutional purchasers, bond insurers, borrowers, developers and others in public finance matters.
  • Advise governmental bodies on elections, contract negotiations, tax assessment and collection procedures, compliance with various federal and state constitutional requirements, laws and regulations and various other matters.
  • Have served as counsel to every major investment banking and underwriting firm in the United States.
  • Work closely with our Taxt eam to render tax opinions in connection with municipal bond issues.
  • Represent municipalities of all sizes, counties, redevelopment agencies, financing authorities, public power authorities, housing authorities, school districts and state agencies, among others.
  • Finance every type of public improvement and program, including residential and commercial subdivisions, affordable single-family and multifamily housing, public power systems, municipal gas systems, water and sewer systems, prisons and jails, public and toll roads, port facilities, airports, public and private universities, public schools, student loan programs, hospitals, nursing homes and life care facilities, small manufacturing facilities, convention centers, sports stadiums and facilities, significant phased public capital improvement projects and environmental protection facilities.
  • Work closely with various electric utilities regarding efforts by the State of California, the California Public Utilities Commission and the Federal Energy Regulatory Commission to restructure the electric utility industry in California.
  • Advise, as bond counsel, underwriters' counsel and disclosure counsel, on the appropriateness and adequacy of disclosure and prepare all or substantial portions of disclosure documents and render opinions on the accuracy and completeness of the disclosure for financings of all kinds.

Real estate

  • Practice encompasses all aspects of the development, leasing, acquisition, financing and disposition of improved and unimproved commercial real property. Clients include developers, tenants, lenders and real estate brokers.
  • Handle real estate financing, office, retail and industrial leasing, ground leasing, tax-deferred exchanges, subdivisions, complex title insurance matters, agriculture and water law issues, oil and gas, due diligence investigations relating to hazardous substances and related regulatory matters.
  • Form entities including domestic and foreign limited liability companies, limited partnerships and domestic partnerships.
  • Recent transactions include representation of:
    • an offshore purchaser in connection with the acquisition of a Class A high-rise office building in Southern California,
    • a developer in connection with the sale of an industrial real estate portfolio consisting of thirty separate properties
    • the developer of an oil and gas storage and pipeline venture
    • the operator of a casino in its acquisition, development and financing stages
    • crossover in connection with secured loan including mezzanine financing in excess of $200 million
    • a retail chain in the portfolio purchase of over forty operating offices
  • Other engagements include representation of lenders in connection with the resolution of performing and non-performing real estate loans valued in excess of $1 billion.
  • Recent transactions include:
    • a 65,000 square-foot office lease
    • a 150,000 square-foot industrial facility
    • several anchor-tenant shopping center leases
    • conversion of a 250,000 square foot warehouse to office use
    • acquisition and leasing of a downtown office building.

Tax

  • Counsel corporations, individuals, partnerships and other entities in a variety of tax-sensitive areas, including reorganizations, mergers and acquisitions, the formation of tax-exempt organizations (such as private foundations and public charities), municipal financing, public offerings and private placements.
  • Structure transactions to optimize tax consequences and draft the tax provisions of partnership or operating agreements, purchase and sale contracts and other documentation relating to the formation, acquisition, combination and liquidation of entities and the consummation of other business transactions.
  • Represent clients in state tax matters relating to state franchise taxes, the unitary tax system, worldwide reporting for multinational corporations, including the California "water's edge" election, property taxes (including structures to accommodate Proposition 13) and sales and use taxes.
  • Resolve field audits and protests of tax determinations by the Internal Revenue Service and state taxing agencies and represent clients in tax litigation before the United States Tax Court and all levels of state and federal courts, including courts of appeal.
  • Counsel clients in affordable housing and other tax credit syndications, tax-deferred real property exchanges and other tax-influenced investment transactions.

Trusts and estates

  • Handle matters involving tax-sensitive estate planning and estate administration, trust administration, chartering and counseling charitable organizations and related litigation pertaining to all of these structures.
  • Plan for transfers of personal wealth during life and after death through wills and trusts.
  • Provide legal advice about income, estate, gift and inheritance taxes.
  • Prepare buy-sell agreements.
  • Aid our corporate offices in the administration of professional corporations or associations.
  • Provide legal advice regarding estate planning through the use of inter vivos gifts, insurance planning, various "estate freezing" techniques and charitable gift planning.
  • Conduct limited employee benefit planning for closely held businesses.
  • Represent clients before the Internal Revenue Service in various estate and gift tax matters.
  • Represent executors in large estates in probating wills and provide a broad array of legal services relating to transactions that arise during the administration of an estate.
  • Provide estate and income tax planning for decedents' estates, surviving spouses and beneficiaries of estates.
  • Handle tax planning for trusts and their beneficiaries and advise trustees on proper actions when questions arise during the trust administration.
  • Appear in probate and superior court on matters involving contested wills and probate proceedings and trust matters.
  • Represent parties in document construction suits, creditors' claims and other claims against fiduciaries, as well as parties in suits involving rights of beneficiaries and duties of trustees.

Venture capital

  • Represent private high-tech and biotech companies in raising capital from a variety of institutional sources as well as a number of venture capital companies and funds.
  • Structure and document strategic alliances between industry partners.
  • Prepare the often complex financing documentation, intellectual property agreements, shareholder agreements, employment agreements and option agreements relating to the financing transaction.
  • Handle transactions for companies in the computer (both hardware and software), market research, communications, consulting, medical products and electronics industries, among others.