Notable Representations

Constitutional Law ~ Argued Wolff v. McDonnell, 418 US 574 (1974) in Supreme Court of the United States by appointment of the Supreme Court and, by court appointment, acted as trial and appellate counsel for prisoners’ class in landmark, successful due process and First Amendment rights challenge of state prison regulations and operations.

M & A ~ Represented Cambridge Industries, Inc., multi-state Tier I supplier of injection molded, extruded and composite particle structural and component plastic parts to OEMs, in marketing and sale of Company’s business lines and operational assets, including negotiation of competing transaction agreements with two potential purchasers, and closing $418MM in transaction-mandated Chapter 11 proceeding.

~ Post-Closing in multiple resolution matters, lead Cambridge D-I-P’s successful resolution of $50MM aggregate working capital adjustments dispute; recovered approximately $7.5MM in additional contract claims, from L/C cash collateral (through resolution of
over 30 pending lawsuits).

M & A ~ Represented US-based limited partnership in sale of its international telecommunications business and operating assets to emerging public company for combination of debt assumption and newly-issued common stock.

~ Post-Closing, negotiated with acquirer for its purchase at significant premium to value ($2.1MM) of the escrowed portion of limited partnership’s purchase shares to resolve Post-Closing disputes and also create fund for payment of limited partnership’s liabilities not assumed by acquirer ($2.8MM); negotiated final compromise payment amounts with such creditors to resolve disputes and permit distribution of stock to limited partners.

Business Planning ~ Identified and arranged initial private placement of common stock for startup EDI service company which offered cost-effective, internet-source commerce to US and international trading partners, through secure Tandem computers, through presentation to investor and recruiting initial “blue ribbon” board of directors.

M & A ~ Represented US and Swiss merchant banks and assisted in the private placement of $10.5MM of equity securities with qualified institutional buyers and non-US investors pursuant to Regulation D and Regulation S (initial segment of a three-tranche, $35.5 million recapitalization of POP multimedia promotional advertising, NASDAQ-listed public company); assisted in its planned strategic consolidation with electronic bill payment and international telecommunications companies.

Business Planning ~ Represented founders in planning and executing successful start-up of complex, fresh beef plant, with 500MM annual revenue and 800-person workforce. Conducted negotiations for acquisition, rehabilitation and expansion of existing, then dormant production facility; made presentations to local and state governmental bodies for project approval and public funds financial support.

Corporate Governance ~ Managed legal affairs of world’s largest fresh meat company as its VP & General Counsel, including related antitrust issues caused by IBP’s oligopoly and oligopsony market positions, worked with economists developing theories to permit growth by acquisition of competitors’ production and related facilities, developed acquisition strategies for specific target companies, negotiated purchase documents and supervised preparation of position papers and expert economic studies related to horizontal mergers.

~ Prepared Registration Statement on Form S-3 and negotiated standby underwriting agreements for $360MM underwritten rights offering of 24,000,000 shares of IBP Common Stock owned by Occidental Petroleum Corporation by which OPC sold its 50.5% interest in IBP. Negotiated agreements by which IBP and OPC resolved their complex transitional, multi-state tax issues and by which OPC indemnified IBP, its officers and directors for transaction.

~ Negotiated, drafted and closed $800MM of short, medium and long term debt securities by which IBP’s re-capitalized balance sheet. Responsible, with IBP’s Treasurer, for closing three-tranche financing of privately placed $350MM Senior Notes and Senior Subordinated Debentures pursuant to Rule 144A and international bank-syndicated $325MM Revolving/Term Credit and $125MM Short-term Revolving Credit Facilities.

M & A ~ Represented The Bendix Corporation, Brunswick Corporation, Diamond Shamrock Corporation, Mesa Petroleum Company, Occidental Petroleum Corporation, The Seagram Corporation Pennzoil Corporation, Mesa Partners I, and Hanson Trust pic as Nebraska counsel in hostile tender offers, which aggregated over $6 Billion in 1981 and 1984.

Litigation/Dispute Resolution ~ Resolved resin supplier’s account claims against client plastics extrusion manufacturing company by negotiating multi-million dollar antitrust settlement for extrusion company future resin purchases from supplier based on antitrust counter-claim against resin supplier.

Litigation/Dispute Resolution ~ Trial court and appellate court co-counsel in Chadron Energy Corp. v. First Nat’l. Bank, 211 Neb. 590, 379 N.W.2d 742 (1986) in successful challenge to public sale of bank stock by secured creditor, which resulted in multi-million dollar recovery for client.

Litigation/Dispute Resolution ~ Tried court and appellate court counsel in Sherman v The Travelers Indemnity Company, 193 Neb. 104, 225 N.W.2d 547 (1975) and American Motors Sales Corp. v. Perkins, 198 Neb. 97, 251 N.W.2d 727 (1977) in Supreme Court of Nebraska respectively successfully affirming and reversing trial decisions, in jury and bench trials for which also acted as trial counsel.

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