Tag Archives: Stubbs Alderton & Markiles

Is a Pension Plan the Right Potential Investor For Your Company?

Pension Plan There are more than $25 trillion dollars in U.S. pension plan assets as of December 31, 2016.[1]  To a company (for purposes of this article the entity seeking pension plan investment is referred to as the “Company”) seeking investment capital, pension plans may be important potential investors.  This blog article identifies two important considerations when seeking pension plan investment:  1.  Will the assets of the Company be considered “plan assets”? and 2. Will an investment in the Company result in an income tax liability for the investing plan?

PLAN ASSETS:    The first hurdle is whether the Company’s assets will be considered “plan assets” and what are the implications if the Company’s assets are regarded as plan asset?  The general rule is in general that a portion of the Company’s assets will be treated as plan assets in percentage that pension plan investment bears to all investment.[2]  As having the Company’s assets treated as plan assets turns the Company’s management into plan fiduciaries, plan asset treatment is to be avoided.  To avoid a portion of its assets being treated as plan assets of the investing plans, the Company must meet one of the exceptions listed in the plan asset regulation.[3]

  1.  Debt. The plan asset regulation applies to equity and equity-participating debt instruments.  Straight debt is not subject to the plan asset regulation.[4]  Convertible debt is only treated as equity on conversion unless the conversion feature is more than an incidental feature of the debt instrument[5].   Relying on the determination that the conversion right in a debt instrument is “incidental” would be risky.
  2. Publicly offered security. The plan asset regulation exempts a class of security that is sold to the public under a registration statement effective under the Securities Act of 1933[6] and that is registered under Section 12(b) or 12(g) of the 1934 Act within 120 days after the end of the fiscal year in which the registration statement was declared effective.[7]  To avoid manipulation of this exception, a publicly offered security must have a minimum investment of $10,000 or less and be held by 100 or more investors independent of the Company.[8]
  3. Operating company. The plan asset regulation exempts equity securities issued by an “operating company”.  The plan asset regulation gives no helpful guidance on what would constitute an “operating company.”[9]  Instead, the plan asset regulation offers two safe harbors, for a venture capital operating company[10] and for a real estate operating company[11].   A venture capital operating company is a company 50% or more of whose assets are securities of companies in which the company obtains and actually exercises management rights.[12]  A real estate operating company is a company 50% or more of whose assets consist of real estate that the company manages and develops.[13]  Real estate that is net leased on a long term basis is not considered “managed” for purposes of qualifying for the real estate operating company safe harbor.[14]  On the other hand, where the Company has the obligation to maintain and operate the real estate and hires a manager on a short term basis, the Company may still be a real estate operating company.[15]
  4. No significant participation. Probably the most relied on exception from the plan asset rules is the no significant participation exception, meaning that at all times pension plans hold less than 25% of the value of any class of equity interest in the Company.[16]  Investment in the Company’s securities by the Company’s sponsor or managers is ignored.  The effect of that computational rule is to make it harder to meet the test for not significant participation.  If the Company raises $1,000,000 in capital, $200,000 from a pension plan and $200,000 from management, the pension plan’s investment will be 25% (200,000/800,000), with the investment by management being excluded from the calculation.  On the other hand, if a manager were to invest through his IRA or 401K, that investment would be included in the aggregate pension plan investment in the Company.[17
  5. Tax implications of plan asset treatment. If the assets of the Company are treated as pension plan assets—because none of the exemptions in the plan assets regulation has been met—the managers of the Company will be deemed fiduciaries[18] of the plan assets under management. Use of the plan assets to benefit the Company’s managers would be susceptible of being treated as a prohibited transaction, with the Company’s managers potentially liable for a 15% penalty excise tax imposed on the investment.[19]  That tax rate jumps to 100% of the amount involved if the transaction is not reversed by the time the IRS issues a notice of deficiency to the fiduciaries with respect to the prohibited transactions.[20]
  6. ERISA Fiduciary implications of plan assets treatment. Section 406 of the Employee Retirement Income Security Act of 1974 (“ERISA”)[21] creates a civil cause of action against plan fiduciaries and in appropriate cases against non-fiduciaries who are “parties in interest.”[22] If a plan suffers an economic loss in a transaction that involved a prohibited transaction, the fiduciaries can expect to be required to personally restore those losses.  With that understanding, no entrepreneur should want pension plan investors without assurance that the entrepreneur will not be a fiduciary to the pension plan investors, meaning management of the Company should be motivated to avoid plan asset treatment.

UNRELATED BUSINESS INCOME.  Another issue for pension plan investors, completely apart from the prohibited transactions discussed above, is the determination of whether an investment in a Company will generate unrelated business income (“UBI”)[23] for the pension plan or exempt organization investor.  As noted above, an operating company is not subject to plan asset treatment, but an operating company may well generate unrelated business income.[24]  Income from a business that an exempt organization or pension plan operates or invests in is treated as UBI.  UBI less allowable deductions results in unrelated business taxable income, upon which the unrelated business income tax is imposed[25].

Income from dividends, interest, royalties, rents and capital gains are excluded from UBI[26].  Rents of personal property and rents based on the income or profits of any person are includible in UBI.[27]   A portion of dividends, interest, royalties, rents and capital gains derived from debt-financed property will be included in UBI.[28]

The allocation of net profits to an investing pension plan by a limited liability company (“LLC”) or other partnership that itself conducts an operating business will be treated as UBI to the investing Plan.[29]  A plan really has three choices when considering an investment, (a) avoid an investment in an active business through a pass-through entity like an LLC, (b) invest in an active business through a pass-through entity and pay the tax on the UBI, or (c) form a wholly-owned C corporation to hold the interest in the operating LLC (generally known as a blocker corporation).  Where a sponsor is promoting an investing in an operating business through a pass-through entity, the sponsor itself may form the blocker corporation through which plans, exempt organizations and foreign taxpayers may invest.

As a general rule, the purchase of an interest in an investment that would otherwise be exempt from UBI, for instance because it generates royalties, dividend, interest or rents, by incurring debt or buying subject to debt will cause a portion of the income to be taxed as UBI.[30]  The determination that an investment constitutes “debt financed property” that will cause a portion[31] of the income from the investment to be UBI can be made at the investing plan level and at the investment level.  For example, if a plan borrows to buy a corporate bond, a portion of the interest from that bond will debt-financed property.  In addition, if a plan invests in an LLC that borrowed to acquire an asset, the debt-financed character of a portion of the income will be passed through to investing plans.

Section 514 provides a limited exception from acquisition indebtedness treatment for mortgage debt secured by real property owned by a “qualified organization”.  The term “qualified organization” includes (a) a charitable educational organization, (b) a pension trust, (c) a corporation formed to hold real estate for a pension plan or charitable educational organization, and (d) a church retirement income account.[32]  If a partnership or LLC will acquire real estate subject to mortgage debt, as is typical, the sponsor may make the investment more attractive to potential pension plan investors by satisfying the requirements for partnerships to avoid debt financed income for investing plans in the LLC’s operating agreement or the limited partnership’s limited partnership agreement.[33]

Pension Plan Michael Shaff joined the firm in 2011 as Of Counsel. He is chairperson of the Tax Practice Group.Michael specializes in all aspects of federal income taxation. Mr. Shaff has served as a trial attorney with the office of the Chief Counsel of the Internal Revenue Service for three years. Mr. Shaff is certified by the Board of Legal Specialization of the State Bar of California as a specialist in tax law. Mr. Shaff is a past chair of the Tax Section of the Orange County Bar Association.  He is co-author of the “Real Estate Investment Trusts Handbook” published annually by West Group. Michael received his A.B. at Columbia College in 1976, his J.D. from New York University School of Law in 1979 and his LL.M. in taxation from New York University School of Law in 1986. He is admitted to practice law in the States of California, New York and Massachusetts and is a member of the Orange County Bar Association.

For more information about our Tax & Estate Planning practice, contact Michael Shaff at mshaff@stubbalderton.com 
______________________________________________________________________________

[1]   https://www.ici.org/research/stats/retirement/ret_16_q4
[2]   29 C.F.R. §2510-3.101(a)(2)(second sentence); the first sentence of subsection (a)(2) establishes the “general rule” that a pension plan’s assets consist of its investment but not the underlying assets of the entity.  The second sentence relegates that rule to being an exception.
[3]  29 C.F.R. §2510.3-101 will be referred to as the “plan asset regulation” in this article.
[4]  29 C.F. R. §2510-3.101(b)(1).
[5]  29 C.F.R. §2510-3.101(j)(example 1).
[6]  As Regulation D is an exemption from registration pursuant to Section 5 of the Securities Act of 1933, securities offered pursuant to Rule 504 or 506 would not satisfy this part of the plan asset regulation.
[7]  29 C.F.R. §2510-3.101(b)(2).
[8]  29 C.F.R. §2510-3.101(b)(3) and (4).
[9]  29 C.F.R. §2510-3.101(c)(1): “An ‘operating company’ is an entity that is primarily engaged, directly or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital.”
[10]  29 C.F.R. §2510.3-101(d).
[11]  29 C.F.R. §2510.3-101(e).
[12]  29 C.F.R. §2510.3-101(d)(3).|
[13]  29 C.F.R. §2510.3-101(e).
[14]  29 C.F.R. §2510.3-101(j)(example 7).
[15]  29 C.F.R. §2510.3-101(j)(example 8).
[16]  29 C.F.R. §2510.3-101(f).
[17]  29 C.F.R. §2510.3-101(f)(1).
[18]  26 U.S.C. §4975(e)(3).
[19]  26 U.S.C. §4975(a)).
[20]  26 U.S.C. §4975(f)(2).
[21]  29 U.S.C. §1106
[22]  Harris Trust Savings v. Salomon Smith Barney Inc., 530 U.S. 238 (2000).  Salomon Smith Barney acted as broker for a pension plan’s fiduciary, executing trades that constituted self-dealing prohibited transactions.  (Id.)  The Supreme Court found that although not a fiduciary, Salomon Smith Barney was a party in interest and therefore could be sued for the plan’s actual damages, effectively making the defendant the insurer of every transaction that the fiduciaries engaged in.
[23]  Internal Revenue Code (I.R.C.), 26 U.S.C. §511-514.
[24]  I.R.C. §512(a).
[25]  Id.
[26]  I.R.C. §512(b).
[27]  I.R.C. §512(b)(3).
[28]  I.R.C. §511(a)(1).
[29]  I.R.C. §512(c)(1).
[30]  I.R.C. §514(a).
[31]  In short, the ratio that average acquisition indebtedness bears to the average basis of the debt financed property will determine the portion of the income from the debt financed property that will be UBI.  As the amount of debt and the adjusted basis of the debt-financed property change, the portion of the income treated as UBI will change. I.R.C. §514(a).
[32]  I.R.C. §514(c)(9)(C).  The exemption for these organizations may reflect Congress’s determination that pension plans and certain educational institutions often invest in leveraged real estate.
[33]  I.R.C. §514(c)(9)(E).

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Preccelerator® Program Company RentSpree added to CRMLS Marketplace

RentSpreeCongratulations to Preccelerator® Program Company RentSpree on being added to CRMLS’s Marketplace. RentSpree is an integrated MLS tool that allows agents to automate and streamline the tenant verification process. Within minutes, agents have access to a completed rental application, full credit report and score, and criminal background check along with a national eviction report.

The California Regional Multiple Listing Service (CRMLS) works to connect real estate professionals throughout the state of California. Through powerful best-in-class MLS tools, CRMLS provides real estate professionals with authority and high visibility in a constantly evolving, highly-competitive industry.

To read the full press release visit here. 

Check out RentSpree below:

RentSpreeRentSpreeRentSpreeRentSpreeRentSpree

 

 

For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or hhubbeling@stubbsalderton.com

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SAM Encourages You to Attend “Women in LAVA and Global LAVA Present: Moving your business to the USA”

Women in LAVAWomen in Lava and Global LAVA invite you to a panel discussion on establishing or moving your business, as an expat, in the USA. Los Angeles is an international city with over 225 languages spoken and immigrants owning 33% of businesses in California. So how does one establish themselves in Los Angeles? Join our panelists in this lively discussion covering topics such as starting from scratch, international IP, taxes, cultural and language barriers and immigration law and current USCIS regulations.

11 Jul 2017
6:30pm – 8:30pm PDT

Our Panelists include:
Allison-Claire Acker, Esq.
Immigration Law
Wolfsdorf Rosenthal, LLP

Allison-Claire Acker is a 1988 graduate of the UCLA School of Law, and was recently named Southern California’s Top Female Attorney of the Year by Los Angeles Magazine. She has over twenty-five years of immigration law experience, counseling individuals and corporations with regard to all aspects of entertainment, family and employment-related immigration law. Ms. Acker assists both individuals and corporate clients to obtain both non-immigrant and immigrant visas in almost every US immigration category. She advises corporate clients regarding the immigration consequences of mergers and acquisitions. She also represents foreign investors with regard to visa options.
Ms. Acker is a noted speaker at immigration conferences, seminars and local universities. She is also the author of several immigration related articles. She is currently in charge of the immigration section of the Santa Monica Bar Association as well as one of its trustees, in addition to being a member of the Los Angeles County Bar Associations Immigration section, the American Immigration Lawyers Association, the Mexican American Bar Association and the Japanese American Bar Association. Most recently, Ms. Acker was AILA’s Southern California Chapter Advocacy Event Co-Chair. She has also been reappointed as an Advisory Committee member to the Santa Monica Mountains Conservancy, representing the County of Los Angeles. Ms. Acker also served on the UCLA School of Law Alumni Board of Directors.

Dr. Tatianna Kolpakov, M.D.
Co-Founder
Wellness Pro

Tatiana Kolpakov is a Medical Doctor and a co-founder of a nutritional company, WellnessPro. As a third generation medical doctor, Tatiana began to develop an appreciation for proper nutrition and preventative medicine. In 1999, she moved to the US with her husband and started an international nutritional company – WellnessPro. WellnessPro manufactures high-quality nutritional products and supplements for general health, wellness and weight-loss. From an idea to scale, Tatiana understands what it takes to start and develop and enterprise in the US and looks forward to sharing her experience.

Connie Chang Scotti, CPA
International Tax Senior Manager
Moss Adams LLP

Connie is a Senior Manager in the International Tax Service Group at Moss Adams LLP and works on some of the firm’s most complex engagements—coordinating global services and consulting with taxpayers on the worldwide tax implications and planning opportunities for their international assignments and business ventures.
Connie works closely with international legal and accounting professionals to coordinate cross‐border planning and compliance for individuals, trusts, estates, and closely‐held businesses. She serves as an integrated international business advisor and works at optimizing the worldwide effective tax rate and reducing foreign taxes through tax efficient financing, efficient cash management, and repatriation of earnings to the U.S. American Institute of Certified Public Accountants, California Society of Certified Public Accountants Society of Trust and Estate Practitioners.

Panel Leader:
Laurelle Johnson
Co-Founder
Myexpat.us

Laurelle, Co-Founder of myexpat.us works closely with expat spouses, co-joint and partners to adjust to the daily American way of life. In addition she offers investment visa business plans and strategic sales initiatives. She has worked with the start-ups, the last 11 years, in the communities of Santa Monica, Venice and Playa Vista. She offers a comprehensive program to identify and guide the spouse, co-joint, partner to new areas of interest, employment and adjustment to USA social life. She was born in Los Angeles to French parents who taught her the beauty of the French culture and language. Her worldwide travels gives her a deep appreciation of all cultures and a knowledge on how to bridge the gap with American way of life.

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Preccelerator® Program Company RentSpree Wins “Best of LA 2017” Award

RentSpreeCongratulations to Preccelerator® Program Company RentSpree on winning the “Best of LA 2017” Award for Best Real Estate Tech Startup. The Best of Los Angeles Awards celebrate, “the most buzz-worthy people, places, and things” across Los Angeles. RentSpree is a tool that automates and streamlines the process of applying to rental properties for both renters and real estate agents.

About
The RentSpree team consists of three Graziadio alumni who graduated last year from the full-time MBA program. The company was founded in March 2016 and is part of the Stubbs Alderton and Markiles Preccelerator Program. Their vision is for renters to be able to seamlessly apply and be accepted to any property all from the comfort of their own homes. This is an apartment listing website that allows renters to submit multiple applications and non-damaging Transunion credit reports. 

Check out RentSpree below:

 

 

 

For more about the Preccelerator® Program or to apply,  contact Heidi Hubbeling, COO at (310) 746-9803 or hhubbeling@stubbsalderton.com

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SAM Clients Kravitz, Inc. and Kravitz Back Office Solutions Acquired by Ascensus

Kravitz (Los Angeles, CA – June 19, 2017)  Stubbs Alderton & Markiles, LLP announced that its clients, Kravitz and Kravitz Back Office Solutions, have been acquired by Ascensus. Kravitz is a retirement administration firm and Cash Balance specialist focused on bringing its clients the latest in the design, administration, and management of corporate retirement plans.  Kravitz Back Office Solutions delivers private-label actuarial services to third-party administrators across the country to help them grow and succeed with Cash Balance plans.

Stubbs Alderton & Markiles’ attorneys representing Kravitz in the transaction included Scott GalerNick Feldman and Kelly Laffey.

For the full press release, click here.

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm. Visit www.stubbsalderton.com 

For more information about our Mergers & Acquisitions practice, contact Scott Galer at sgaler@stubbalderton.com 

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SAM Partner Kevin DeBré Moderating Panel on “Innovation in Large Corporations/Scouting for Opportunities” at USC

Stubbs Alderton & Markiles’ Partner Kevin DeBré will be featured as a moderator at USC Viterbi School of Engineering on “Innovation in Large Corporations/Scouting for Opportunities” at their Technology Scouting Workshop. The event will be Tuesday, June 20th at the Marina del Rey Marriot from 8AM-5PM.

Technology Scouting Workshop
June 20, 2017
Marina del Rey Marriot
4100 Admiralty Way, Marina Del Rey, CA 90292

To register for the event click here.

To find out more about Stubbs Alderton & Markiles’ Intellectual Property & Technology Transactions practice contact Kevin DeBré at kdebre@stubbsalderton.com

Kevin D. DKevin DeBré eBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group.  Kevin advises entrepreneurs and companies that use intellectual property to build their businesses.  Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements.  He also counsels clients on compliance with data security and privacy laws and regulations.

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Preccelerator Program Presents: Startup Superhero Series with Michael Schneider, Founder of Service and Mobile Roadie

Startup

 

What is a Startup Superhero? Join us as Michael Schneider, founder of Service and Mobile Roadie, is interviewed by Matt Swider, Senior Mobile Editor of TechRadar, on the highs and lows of entrepreneurship, stories from his time with Mobile Roadie, one of the world’s most successful mobile app platforms, and his adventure into founding Service, a platform that compensates travelers for delayed or canceled flights.

Register

When:

Thursday, June 29, 2017
5:30-6:15pm – Networking
6:15-7:30pm – Fireside Chat with Michael Schneider

Where:

SAM Preccelerator Program
1453 3rd Street Promenade, Suite 300
Santa Monica, CA 90401

Who:

Michael Schneider, CEO & Founder – Service

Startup

Michael Schneider is the founder and CEO of Service, a company that gets travelers compensation anytime their flight is delayed or cancelled. The idea for Service was born when Schneider realized that in today’s digital world customers can get almost anything, from a car, food, or a place to stay, on-demand, yet they are still required to waste an irreplaceable asset – their time – dealing with customer service issues. Schneider started small – he tracked down people complaining of flight disruptions on Twitter and offered to help get them compensation. Today, Service handles thousands of claims per month, and is saving the average frequent traveler over $600/year. Prior to Service, Schneider was the co-founder and CEO of Mobile Roadie, one of the world’s most successful mobile app platforms, with clients such as Disney, the World Economic Forum, Madonna and the Rolling Stones. Schneider is active in the Los Angeles tech community, having served on the board of the Young Entrepreneurs Organization, advising the Southern California Entrepreneurship Academy and speaking regularly at his alma mater – the University of Southern California
Fast Facts
● At the age of 15, Schneider founded Video Game Central, where he sold new and used video games online at the advent of the digital age
● A serial entrepreneur, Schneider has been the recipient of numerous awards including the Los Angeles County SBA “Young Entrepreneur of the Year” award, and was named one of the “Top 20 in their 20s” by the Los Angeles Business Journal

Moderator

Matt Swider, Senior Mobile Editor – TechRadar

Startup

Matt Swider is the Senior Mobile Editor of TechRadar.com, covering smartphones, wearables and car tech. He began writing about gadgets when we started his own video game news and reviews website at 14 back in 1999. He holds a Journalism degree from Pennsylvania State University.
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm. For more information, visit www.stubbsalderton.com.

We love tech! We’re unashamedly geeky about it. So we’ll tell you what we think in a fair, unbiased way. That’s what we’re about. We’re able to promise this because TechRadar is the largest UK-based consumer technology news and reviews site (and now rapidly growing in the US and Australia), our editorial independence backed by the weight of technology publisher Future plus objective test data from the TechRadar Labs. Our experienced writers who operate from our offices in London, Bath, San Francisco, New York and Sydney operate under Future’s 20 year old policy of a cast-iron guarantee of editorial independence.

TechRadar will tell you about the coolest new stuff. We’ll work hard to bring you original quotes and exclusive access. We’ll review it more thoroughly and carefully than anyone else. We’ll explain how it works and why you buy it (or not). Then it’s up to you. Add your own comments and opinions. Review gear for yourself. There’s no monopoly on the truth here – tell us what you think. Visit www.techradar.com

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Three Stubbs Alderton & Markiles’ Attorneys Selected to 2017 Southern California Super Lawyers Rising Stars List

Stubbs Alderton & Markiles, LLP, one of Southern California’s leading business law firms, today announced that three attorneys of the firm have been selected to the 2017 Southern California Super Lawyers Rising Stars list.  SAM Partner Sean Greaney is a returning honoree from 2015 and 2016, while Nick C. Feldman and Ryan Duckett are first time honorees.  Each year, no more than 2.5 percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor.

Sean Greaney is Partner of the Firm.  Sean’s practice focuses on corporate transactions, mergers and acquisitions, private equity transactions, and general corporate matters for both public and private clients, focusing on middle-market, emerging growth and development stage companies.  In addition, Sean counsels companies in connection with company formation process, SEC reporting requirements and registrations, federal and state securities laws and compliance, corporate governance issues, joint ventures, employee incentive plans and executive employment agreements.

Ryan Duckett is an associate of the Firm. Ryan’s practice focuses primarily on employment, commercial, intellectual property and entertainment litigation. He has successfully litigated cases for both plaintiffs and defendants with trials and appellate experience that has secured over millions of dollars in jury verdicts for his clients, to arguing California jury instructions that were created by the case he second chaired.  He manages and handles all aspects of civil actions from pre-litigation matters to law & motion to trials, post-trials & appeals.

Nick C. Feldman is an associate of the Firm. Nick’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters.

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys. The Super Lawyers lists are published nationwide in Super Lawyers Magazines and in leading city and regional magazines and newspapers across the country. Super Lawyers Magazines also feature editorial profiles of attorneys who embody excellence in the practice of law. For more information about Super Lawyers, visit SuperLawyers.com

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm. For more information on Stubbs Alderton & Markiles, visit www.stubbsalderton.com 

Press Contact:
Heidi Hubbeling
Director of Marketing
hhubbeling@stubbsalderton.com

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SAM Partner Kevin DeBré Featured as Guest Lecturer at UCLA

Stubbs Alderton & Markiles’ Partner Kevin DeBré will be featured as a guest lecturer at UCLA’s School of Engineering “Laboratory to Market, Entrepreneurship for Engineers.” The event will be Tuesday May 23rd at the Math and Science Building at UCLA and will discuss a range of topics about legal issues for entrepreneurs. Some of the questions that will be answered are:

  • Do I need a corporation?
  • What is a sole-proprietorship?
  • What is a partnership?
  • What is a corporation?
  • An S-corp?
  • What is a LLC?
  • How does a team divide ownership?
  • What are stock options and who gets them?
  • Where to incorporate and why?

To find out more about Stubbs Alderton & Markiles’ Intellectual Property & Technology Transactions practice contact Kevin DeBré at kdebre@stubbsalderton.com

Kevin D. DKevin DeBré eBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group.  Kevin advises entrepreneurs and companies that use intellectual property to build their businesses.  Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements.  He also counsels clients on compliance with data security and privacy laws and regulations.

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SAM Client Sofie Biosciences to Acquire Zevacor Pharma

Sofie BiosciencesStubbs Alderton & Markiles’ client Sofie Biosciences, Inc, a developer of molecular imaging diagnostics and technologies to empower widespread access to Positron Emission Tomography (PET), announced last week that it has entered into a definitive agreement under which it will purchase Zevacor Pharma (previously IBA Molecular North America) and its high performance manufacturing and distribution network of PET imaging diagnostics and radio-therapeutics.

To read the full press release click here.

About Sofie Biosciences
SOFIE is a molecular imaging company combining new PET imaging diagnostics with innovative imaging and synthesis systems to provide researchers and physicians with tools to better investigate the biology of disease. By empowering a wide array of people with valuable, translational imaging tools, SOFIE is making PET scans more accessible. www.sofiebio.com

To find out more about Stubbs Alderton & Markiles’ Intellectual Property & Technology Transactions practice contact Kevin DeBré at kdebre@stubbsalderton.com

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