Mike also frequently handles other high-stakes and litigation matters, such as class action, private equity transaction, minority shareholder, hospitality industry, design and construction, securities, corporate and real estate, cross-border, financial, and intellectual property (trademark, unfair competition, trade secret and copyright) litigation. Michael also has extensive experience representing private equity funds, venture capital funds and other investment groups in connection with complex post-closing disputes and indemnification disputes in the context of acquisitions and investments made in a variety of highly regulated industries.

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Justin offers clients deep insights into highly regulated transactions, including those structured in the professional corporation/management services organization (PC/MSO) model, such as healthcare practices and professional services firms. He structures transactions and financial arrangements to meet the business goals of all stakeholders while complying with complex state and federal regulations. He is also intimately familiar with the legal and operational issues that arise from structuring transactions in the PC/MSO model.

Justin has closed hundreds of transactions involving physician practices (of nearly every medical and dental specialty) and ambulatory surgery centers (ASCs). His extensive experience equips him to structure transactions to comply with the Stark Law and Anti-Kickback Statute, corporate practice of medicine laws, state licensure laws and regulations, and rules related to government (Medicare and Medicaid) and private reimbursement. He also advises on transactions in the nascent legal MSO industry, which entail many of the same issues as physician practice management (PPM) transactions.

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• Represents Beacon Oral Specialists, a portfolio company of Blue Sea Capital, in PPM transactions with oral surgery practices around the United States
• Represents Health Plus Management, a portfolio company of Investcorp, in PPM transactions with orthopedic, sports medicine, and pain management practices and ASCs in the northeastern US
• Represents Olympus Cosmetic Group, a portfolio company of VSS Capital Partners, in PPM transactions with cosmetic surgery practices around the US
• Represents The Beekman Group with respect to its investment in Campus Eye Group, an eye care PPM in New Jersey and Pennsylvania
• Represented Sunvera Group, a portfolio company of Ridgemont Equity Partners, in PPM transactions with eye care practices in Michigan
• Represented The Beekman Group in its acquisition, management, and sale of Twin Boro Physical Therapy, a physical therapy PPM in the northeastern US
• Represented Unified Women’s Healthcare, a portfolio company of Ares Management Corporation, in PPM transactions with OB/GYN practices around the US
• Represented US Eye, a portfolio company of Pamlico Capital, in PPM transactions with eye care practices around the US

Representation of public companies

• Represented Community Health Systems, Inc. (NYSE: CYH) in its acquisition of majority and minority equity positions in single and multispecialty ASCs around the US
• Represented Surgery Partners (NASDAQ: SGRY) in its acquisition of majority and minority equity positions in single and multispecialty ASCs around the US
• Represented Pediatrix Medical Group, Inc. (NYSE: MD), formerly known as MEDNAX, Inc., in PPM transactions with pediatric practices in Texas

Representation of founders

• Represented the founder of Access Medical Clinic MSO LLC, an MSO managing rural health clinics operating across eight states, in the sale of Access to Charlesbank Capital Partners
• Represented the founders of Heart ‘n Home, a hospice provider in Oregon and Idaho, in their sale to LHC Group, Inc. (NASDAQ: LHCG)
• Represented the founders of Vitreo-Retinal Medical Group, Inc. (d/b/a Retinal Consultants Medical Group), an eye care practice, in their affiliation with Webster Equity Partners and the formation of Retina Consultants of America, a practice management organization serving retina providers throughout the US
• Represented the founders of three separate Pennsylvania-based gastroenterology practices in a simultaneous and combined transaction with Amulet Capital Partners and in the formation of US Digestive Health, a practice management organization serving gastroenterology providers throughout the US
• Represented the founders of three separate cosmetic surgery practices in a simultaneous and combined transaction with VSS Capital Partners and in the formation of Olympus Cosmetic Group, a practice management organization serving cosmetic surgery providers throughout the US
• Represented the founders of South Coast Retina Center, an eye care practice, in their sale to Retina Consultants of America

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While in law school, Jonathan served as the editor in chief of the Children’s Legal Rights Journal, president of the Student Bar Association and president of Phi Alpha Delta International. He also received a Tax Law Certificate for extensive course work in the areas of income, estate, gift and generation-skipping transfer (GST) tax.

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• Administered estates valued from $10 million to more than $100 million, including preparing estate tax returns, implementing of post-mortem estate planning, resolving Internal Revenue Service (IRS) audits, representing estates in probate court and coordinating the final distribution of estate assets to the beneficiaries
• Engaged in a variety of charitable planning matters, including organizing and operating private foundations and creating and administering charitable trusts

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From his base in the San Francisco Bay area, Read works with clients across the United States and around the world on innovative planning and tax and non-tax controversies for private companies, domestic and foreign trusts, and wealthy family groups. Read speaks frequently at national and international conferences and is a recognized authority on domestic and international estate planning and tax issues.

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• Provided Foreign Account Tax Compliance Act (FATCA) compliance analysis and advice for international private wealth structures involving non-US trusts, private trust companies and investment companies
• Structured and implemented foreign and domestic trust-based plans for direct investment by multi-jurisdictional families in US real estate and operating businesses

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• Chambers Global 2014–2020, Global-wide, International Private Client
• Citywealth Leaders List, 2018
• International Trusts and Private Client Elite, Legal Week
• Private Client Global Elite 2018 and 2019, Legal Week
• Law & Politics, Northern California Super Lawyer
• PLC Which Lawyer?

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• ACTEC Journal, past editor in chief

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• Represented The Sterling Group and Capitol Meridian Partners in their joint acquisition of PrimeFlight Aviation Services, a global provider of aircraft-related services to commercial airline, airport, cargo and general aviation customers, from The Carlyle Group
• Represented The Sterling Group in its acquisition of Gulf Winds International, a provider of intermodal transportation solutions, including container drayage and container storage
• Represented Revelstoke Capital Partners in its acquisition of Monte Nido, a national eating disorder treatment provider
• Represented Sterling Partners and its portfolio company Platinum Dermatology Partners in its merger transaction with West Dermatology, a portfolio company of Sun Capital Partners
• Represented Rainier Partners in its investment in Pet Food Express, an omnichannel pet retailer of healthy pet foods
• Represented Gemspring Capital in its acquisition of a majority interest in Security 101, a provider of commercial security system solutions
• Represented Lindsay Goldberg in its sale of PT Solutions, a leading provider of physical therapy services
• Represented RiverGlade Capital in the formation of its partnership with 2nd Chance Treatment Centers, a provider of treatment services for mental health and substance use disorders
• Represented The Sterling Group in its formation of Fencing Supply Group, an industry-leading fencing distributor platform, including in connection with the acquisitions of Merchants Metals and Binford Supply
• Represented RiverGlade Capital in forming its partnership with Dynamic Infusion Therapy, LLC, an outsourced provider of vascular access insertion services
• Represented The Sterling Group and its portfolio company Construction Supply Group (CSG) in the business combination of CSG with White Cap, a business of HD Supply
• Represented the principals of Sterling Partners in their launch of Cintana Education, a public benefit company designed to operate a global university network, bringing experience and innovations to universities worldwide
• Represented Gemspring Capital in its acquisition of Rapid Displays, Inc., a leading provider of point-of-purchase displays
• Represented RiverGlade Capital in the formation of its partnership with CityVet, a leading network of veterinary practices
• Represented Sterling Partners in its sale of Q-Centrix, a provider of outsourced quality data management solutions
• Represented Gemspring Capital in its acquisition of a franchisor operating in the non-standard auto insurance market
• Represented Lindsay Goldberg in its acquisition of PT Solutions, a leading provider of physical therapy services
• Represented Comvest Partners in its acquisition of Spinrite LP, a Canadian-based craft company and provider of craft knitting yarns
• Represented The Sterling Group and its portfolio company Construction Supply Group in multiple acquisitions within the construction supply distribution space
• Represented a private equity fund in is investment into a national pharmacy benefit management (PBM) provider
• Represented Audax Group in its acquisition of Accent Food Services, a provider of customized fresh foods, snack and refreshment services*
• Represented Pfingsten Partners in the merger of its industrial services portfolio company Allied Reliability Group with T.F. Hudgins, Inc.*
• Represented Revelstoke Capital Partners in its acquisition of Fast Pace Urgent Care, a regional manager of urgent care clinics*
• Represented Altamont Capital Partners in its sale of ModernHealth, a leading specialty pharmacy business*
• Represented KRG Capital Partners in its acquisition, and subsequent sale, of a health care services company*
• Represented Audax Group in its sale of Koda Distribution Group, a leading specialty chemicals distributor*
• Represented Audax Group in its acquisition of a multi-facility services business*

*Matter handled prior to joining the firm.

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Stan represents acquirers of financially distressed companies and lenders and debtors in negotiating debt restructuring, health care companies in joint ventures, and insurance and energy companies in acquisitions, debt financing and public offerings. He provides legal counsel to clients in a wide variety of industries, including construction, food and beverage, insurance, manufacturing, pharmaceuticals and publishing.

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• Multibank financing facilities
• Executive compensation and stock option programs
• Public offering of convertible debt
• Public disclosure and Securities and Exchange Commission (SEC) matters (NYSE-listed company)
• Represented a major securities underwriter in underwritten public offerings in the steel and telecommunication industries
• Represented acquisition partnerships in acquiring a food distributor, a manufacturer of the tire-making equipment, a chain of diet shops, a wire mill and a chair manufacturer, and in similar transactions
• Represented a snack food manufacturer in the following:
  • Structuring and helping to establish a franchised distribution system
  • Restructuring a multilayered financing, including senior bank debt, subordinated debt and receivable and lease financing
  • Sale of division
  • Executive compensation programs
• Represented a wire manufacturer in the following:
  • Purchase of operating division
  • Refinancing
  • Negotiating supply arrangements
• Represented a magazine and book publisher in the following:
  • Public offering of common stock
  • Negotiating executive compensation arrangements
  • Negotiating commercial agreements
  • Disclosure issues and SEC filings (NYSE-listed company)
  • Representation of UK company in the acquisition of a public US company
• Represented an operator and franchisor of diet shops in the following:
  • Restructuring of debt, negotiating new financing facilities
  • Negotiating new franchise agreements
  • Acquisition of foreign operations
  • Negotiating commercial agreements
• Represented the owner of a Chinese food manufacturer in refinancing and establishing a joint venture with an Australian food company
• Represented a construction equipment manufacturer in the following:
  • Acquisitions of numerous product lines/manufacturing companies
  • Disclosure and SEC matters (NASDAQ-listed company)
  • Executive compensation programs
  • Negotiation of foreign distribution and license agreements
  • Going-private transactions
• Represented a manufacturer of steel buildings/building products in the following:
  • Refinancing
  • Foreign joint ventures
  • Contract negotiations
  • Disclosure and SEC matters (NYSE-listed company)
• Representation of a pharmaceutical company in the following:
  • Joint ventures for development and distribution of pharmaceutical products
  • Review of acquisition candidates license agreements
  • Divestiture of ancillary operations
  • Disclosure and SEC matters (NYSE-listed company)

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Kyle focuses his transactional practice on mergers, asset purchases/sales, healthcare joint ventures, strategic affiliations and tax-exempt bond financing. Kyle also advises clients on a broad array of regulatory aspects in the healthcare industry, including federal and state fraud abuse laws, state licensure, corporate practice of medicine, alternative payment models and federal and state pharmacy law.

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Li advises on matters involving compliance with requirements related to genetic data privacy, human subject protection and informed consent, and health research. She also regularly counsels clients on healthcare regulatory and compliance matters, including licensure and Medicare and Medicaid enrollment, and has experience with healthcare mergers, acquisitions, and private equity transactions.

Li maintains an active pro bono practice, which has included working with the Legal Aid Foundation of Los Angeles to resolve landlord-tenant disputes; the Los Angeles Superior Court Resource Center for Self-Represented Litigants assisting pro se litigants with family matters; and the Alliance for Children’s Rights assisting petitioners secure guardianship of minors.

While in law school, Li was a senior editor for the UCLA Law Review and deputy chief managing editor for the Journal of International Law and Foreign Affairs.

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Brian regularly advises private equity firms and strategic buyers and sellers on the employment aspects of M&A transactions on both the buy-side and sell-side, helping clients understand and mitigate employment-related risks and exposure. He is experienced in drafting employment agreements and multijurisdictional restrictive covenants, as well as termination and separation agreements, ranging from nonexempt employees to CEOs.

Brian also advises employers on policies related to employee leaves of absence, discipline and performance issues, disability accommodation, structuring of restrictive covenants, and independent contractor relationships. He is skilled in researching multijurisdictional employment issues and providing a recommended course of action aligned with clients’ business needs and federal and state law requirements.

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