Professionals

• Experience
• Activities & Memberships
• Articles & Presentations
• Recognition

Experience

• Paul has a wide and varied background in counseling businesses and providing general counsel to clients in matters such as employment agreements, redemption agreements, distribution agreements, management and services contracts, shareholder agreements, joint ventures, and organizational and administrative affairs.
• Paul also does a great deal of work helping small business clients using pass-through entities such as limited liability companies, partnerships or subchapter S corporations. Typically, Paul provides advice on which entity best suits a client's needs and future plans, based on liability protection, flexibility, ability to raise capital, tax and benefits considerations, and administrative ease, and prepares complex organizational documents such as partnership agreements, shareholder agreements, member control agreements and/or joint-venture agreements. Paul represents a wide variety of small businesses, ranging from small investment vehicles, real estate partnerships, distributors, consultants and other personal-service businesses.
• Paul also helps larger businesses, both private and public, acquire financing through private placements of common and preferred stock ranging from $500,000 to $5 million. He also regularly advises clients with Securities Exchange Act disclosure reporting (e.g., Forms 8-K and 10-Q, and annual reports on Form 10-Ks).
• Paul has particular experience with venture-capital hedge funds, and joint-venture transactions. For example, he was involved in the organization and private placement of partnership interests for one local venture-capital fund that raised $1.8 million in 2001, and a global venture-capital fund with a medical technology and device focus that is raising up to $100 million in 2003-04. In addition, he advises these clients on securities laws and regulations. Paul has worked on stock and asset acquisitions and joint-venture transactions in the industrial uniform supply, banking, technology and restaurant industries.
• Paul has served as general counsel to nonpofit corporations and 501(c)(3) tax-exempt charities involved in civic lobbying, education on matters involving domestic and international terrorism, and domestic violence. He helped two large and respected nonprofits that focus on domestic violence merge in a statutory consolidation. Paul also regularly helps private foundations organize and prepare their Form 1023 tax-exempt applications with the IRS.

Cases & Transactions

• Reverse merger transactions (including financing transactions) for Kuhlman Company, Inc., PureDepth, Inc., FastFunds Financial Corporation, Hydrogen Power, Inc., ProUroCare Medical, Inc., Ready Credit Corporation, ZIOPHARM, Inc., Western Capital Resources, Inc. and Webdigs, Inc.
• Securities counsel for over a half dozen public companies, including both smaller reporting companies and large accelerated filers.
• Numerous financing transactions including registered note offerings, private preferred equity offerings, common equity and convertible debt PIPE offerings and resale registrations.
• Public company merger and acquisition transactions involving National City Bancorporation, Norstan, Inc. (tender offer with follow-on merger), OneLink, Inc. (sale of substantially all assets) and numerous stock and asset acquisition transactions for publicly held companies.
• Venture capital and hedge fund work with Ascent Medical Technology Fund, Portage Equity Partners, Northland Equity Directions Fund, Mill City Ventures and others.
• Joint-venture transactions for Famous Dave's of America, Inc., FastFunds Financial Corporation, Spectre Gaming, Inc., and numerous other clients.
• Counsel for many newly formed business entities (involving partnership agreements, member control or operating agreements for LLCs, and shareholder agreements for corporations)
• Counsel for many professional service businesses such as consulting, law firms, medical and dental firms, and psychologists.
• Representation and counseling for nonprofit and tax-exempt 501(c)(3) organizations.