“We could not have done this without your help and advice. All of the parts to the sale, including; the payoff of our bank, the purchase and sale agreement, the assignment of all intellectual property rights, royalty issues, negotiating the purchase price and payment terms such as an earn out and promissory note subordinated to the buyer’s lender and non-compete issues were complicated and had to be resolved in a short time period.”
- Shareholders of a middle market manufacturing company upon the sale of a division of the business
“You first represented the bank in connection with real estate secured loans. You assisted us in forming and operating a mortgage-banking subsidiary and we also worked together in the sale of loan pools. Thank you for your excellent legal services.”
- Former vice-chairman of a publicly-held financial institution
“We have worked together on regulatory matters, a merger and raising funds to fund the company’s loans. You have also assisted in loan documentation matters. We enjoy working with you and look forward to further growth.”
- President of a consumer loan company
Ms. Alexson recently served as an expert witness related to the liability of a member of one Delaware series limited liability company (“Series A”) for obligations of another of the series (“Series B”).
In the arbitration, the client had been a member of Series A through an employment arrangement. When she resigned her employment, the Series A Operating Agreement required that the company purchase her interest. However, the Series A Operating Agreement created clawback rights for obligations of Series A. The company exercised its rights, when Series A contractually agreed to undertake the indemnification obligations of Series B. Under 18 Del. Code Ann. 215, a limited liability company may establish one or more series with separate rights, powers and duties with specific property…Under sub (b), if one or more series is provided, and separate records maintained, then the debts, liabilities, obligations and expenses incurred…shall be enforceable against that series only…Under sub (d) a member could agree contractually to be obligated personally for the debts, obligations or liabilities of the series. The arbitrator held for the client based upon the express language of the Series A Operating Agreement.
This was a great win for the firm representing the Series A member.
- Mutual Fund Financial Advisors