Boutin Jones INC., Attorneys at Law

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Practices

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Corporate and Securities

Our business lawyers have extensive experience advising companies on a wide range of matters and at all stages of their business lifecycle. We represent a broad spectrum of business clients that includes early stage, high growth companies, mature public and private companies and family businesses, as well as individuals, in a host of industries that includes agribusiness, energy, financial institutions, healthcare, high tech, manufacturing, non-profit organizations, professional services, real estate development and retail. We provide practical and cost-effective solutions to our clients’ business issues and deliver quality and efficient legal services to assist our clients in achieving their business goals.

I remind myself all the time that our transactions are about human beings, not documents, and the work we do represents life-changing events for our clients. – Dennis Michaels

Privacy and Information Management

The manner in which a company acquires, manages and protects information is critical to its success.  The rapid evolution of technology has made it easy for companies to obtain and process information.  Yet, the growing number of privacy and data security laws, and the fragmented way in which they have been enacted, makes compliance in this area challenging.  We help our clients identify the privacy laws affecting their business, advise them of the legal and business risks associated with non-compliance, and provide practical, cost-efficient solutions that match their concerns.

Commercial Finance and Secured Lending

Commercial lending transactions are the core business of our financial institution clients and often serve as a key financing source for our other business clients. We have experience in the preparation and negotiation of a range of secured and unsecured commercial financing agreements, including commercial loans, credit facilities, revolving lines of credit and equipment lease financing.

Representative Experience

We represented a major grocery store chain in connection with the negotiation of a new credit facility with a financial institution.

Intellectual Property

For many of our clients, intellectual property is their key asset. Our business attorneys have extensive experience in advising clients on strategies to protect and preserve a company’s critical intellectual property such as trademarks, trade secrets, and copyrights through the use of nondisclosure and invention assignment agreements and technology license agreements.

Tax

Tax matters affect nearly all aspects of business decisions. Boutin Jones has the largest and most experienced group of tax attorneys in the region. The firm has assembled a multi-disciplinary team of federal, state and local tax experts including experts in income, estate and gift, sales and use, property, excise, employment and documentary transfer taxes. We provide all types of tax and estate planning advice, as well as representation of clients before the Internal Revenue Service, California Franchise Tax Board, California State Board of Equalization, California Employment Development Department and California County Boards of Equalization and Assessment Appeals Boards. Our group includes former employees of the Internal Revenue Service including an Office of Chief Counsel attorney and a senior estate and gift tax attorney, current and former certified public accountants, and attorneys who have LL.M. degrees in taxation.

Business Succession Planning

Our business attorneys in conjunction with our estate planning and probate attorneys routinely advise our clients on matters concerning business succession, wealth preservation and complex estate and tax matters. We strive to create solutions to preserve and transition the value created by a lifetime’s work that meet our client’s operational and estate planning goals.

Partnerships, Strategic Alliances and Joint Ventures

We have experience advising clients in the complex world of partnerships, strategic alliances and joint ventures. We regularly advise clients on business structures intended to address a client’s needs for insulation from liability, asset protection, operational ease and desired tax and accounting aspects.

Representative Experience

We represented an investor in connection with the acquisition of minority ownership interests in a Major League Baseball franchise.

Mergers and Acquisitions

We advise our clients throughout the acquisition process from strategy and structuring through due diligence, negotiation, closing and integration. We have represented public and private companies as well as small businesses, investors and individuals in a wide variety of transaction structures that includes traditional mergers, asset and stock transactions, ESOPs and management buy-outs.

Representative Experience

We served as counsel to Vilmorin & Cie, the world’s fourth largest seed company, in connection with its recent acquisition of all of the outstanding capital stock of Shamrock Seed Company, a seed company based in Salinas, California, and Eureka Seeds, Inc., a seed company based in Woodland, California. Vilmorin & Cie is a public company based in France with subsidiaries throughout the world. The Boutin team consisted of shareholder Iain Mickle (corporate), shareholder Jim Leet (tax), shareholder Erin Riley (real estate and environmental) and associate Brian Bowen (corporate).

We served as counsel to one of California’s leading energy efficiency and renewal energy service companies in connection with the sale of the company, for approximately $10 million, to a national comprehensive energy services company backed by a private equity fund specializing in the power and energy industries.

We represented a large, Sacramento-based medical organization in connection with the acquisition of several professional practice groups.

Corporate Finance and Securities

Our business attorneys have advised both companies and investors on hundreds of capital raising transactions, including private placements and public offerings of debt and equity securities. In addition, our business lawyers advise our public and private company clients on matters concerning state and federal securities law compliance and corporate governance matters. We also assist our publicly-held clients with their disclosure obligations under the Securities Exchange Act of 1934.

Representative Experience

We served as counsel to Molina Healthcare, Inc. (NYSE: MOH) in connection with the offer and sale by the company of $550 million aggregate principal amount of its 1.125% Cash Convertible Senior Notes due 2020 (including $100 million aggregate principal amount issued and sold pursuant to the exercise of the over-allotment option granted by the company to the initial purchasers).  Boutin Jones also represented the company in connection with certain related cash convertible note hedge transactions and warrant transactions. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the representatives of the initial purchasers.  The notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Davis Polk & Wardwell LLP served as counsel to the initial purchasers.

We served as counsel to Molina Healthcare, Inc. (NYSE: MOH) in connection with the sale by the company and one of its stockholders of 4,600,000 shares of the company’s common stock, resulting in net proceeds to Molina Healthcare, Inc. of approximately $111.3 million. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities acted as the representatives of the underwriters of this offering.

Business Formation and Counseling

We are experienced in advising clients throughout the business lifecycle from initial formation and organization through financing, negotiation of executive compensation arrangements, general contract review and negotiation, corporate governance matters and equity incentive plans. We often serve as outside general counsel to many of our business clients advising them on a host of day-to-day matters. In addition, we have extensive experience advising non-profits and cooperatives on their unique business issues.

Representative Experience

We represented an early-stage technology company in connection with its formation, organization and seed financing, including the preparation of founders’ agreements, a stock option plan and various shareholder agreements.