Robert H. Goon
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Corporate, Transaction, and Securities Lawyer
I have been the lead lawyer for clients in hundreds of transactions involving the purchase, sale, merger, recapitalization, or reorganization of a company with a business. I am experienced in transactions involving sales of assets, sales of stock, mergers, tender offers, tax-free reorganizations, or a public-company spinoff of a subsidiary. I am not a bankruptcy lawyer, but I have also been involved in recapitalizations, reorganizations, or sales of businesses in bankruptcy proceedings.
I have represented individuals, privately-owned corporations, publicly-held corporations, limited liability companies, and partnerships in transactions. Most of those transactions have been in California, but many of them have been in other states or, on occasion, outside the United States. I have worked with and opposite some of the largest and most prominent law firms in the world. I have worked with all of the largest international and many prominent regional or local accounting and auditing firms. I have also worked with numerous international, national, and regional brokers, underwriters, and investment-banking firms.
I have been the lead lawyer for corporations, underwriters, or selling shareholders in numerous initial or secondary, SEC-registered, public stock offerings. I have been the lead lawyer for issuers or individual, institutional, or venture capital investors in numerous private placements of debt or equity securities. I am very experienced in due diligence work in public and private securities offerings and preparation of registration statements, prospectuses, and confidential private placement memorandums.
I have extensive experience with public corporation SEC reporting and compliance, including annual reports, quarterly reports, current reports, proxy statements, and other required forms and reports.
I have extensive experience with formation, organization, and initial funding of corporations, limited liability companies, and partnerships. I am very familiar with articles of incorporation, by laws, partnership agreements, LLC operating agreements, stock buy-sell agreements, non-competition agreements, non-solicitation agreements, confidentiality agreements, voting trust agreements, and other shareholder agreements. I have supervised and documented many dozens of shareholder meetings of public or private corporations.
I have been involved as counsel or as a director in a number of shareholder disputes and proxy contests and the litigation that is typically involved in those disputes.
I have represented clients in a number of industries, including computer hardware and software technology, aviation and aerospace, manufacturing, apparel, e-commerce, construction, insurance, retail sales, finance, professional services, entertainment, public events, securities, waste management, transportation, and food and beverage service.