A multi-national manufacturer of machine tools decided to sell-off most of its old-fashioned product lines and replace them with new manufacturing technologies, e.g. controls, aircraft, etc. Lawrence Kamin was instrumental in consummating more than a dozen sales and purchases over a number of years. Our attorneys effectively helped transform the company in accordance with the client’s desire to become more competitive to propel the business forward.
Lawrence Kamin assisted a large regional supplier in acquiring several, multi-million dollar industrial properties, both single and multi-tenant, throughout the Midwest. The acquisition positions the client to implement its growth strategy.
Starting with the acquisition of six stores in Louisiana, Lawrence Kamin helped guide a large salon and beauty supply retailer through the acquisition of numerous competing stores across several states and foreign locations. Some of the stores were acquired through bankruptcy court. Today, the client operates in excess of 3,000 stores around the world.
Lawrence Kamin successfully represented a regional lender in a cross-collateralized $15 million construction loan and subsequent letter of credit for the expansion of a large church campus.
Our real estate attorneys represented a medical practice in acquiring a large medical office building in a short sale, effectively negotiating a lease-back with the seller to allow the seller to maintain its practice location while boosting the buyer’s occupancy rate and revenues.
Our firm successfully negotiated a complex sublease for 75,000 square feet of office space in a well-known high rise building in downtown Chicago on behalf of a large corporate tenant.
SITUATION: In a deal worth over $500 million, Lawrence Kamin represented a corporate client and its shareholders in the sale and merger of a business to a private equity firm. In negotiating the merger agreement, the selling corporation and Lawrence Kamin astutely anticipated and planned for a dispute over the complex closing accounting adjustments.
STRATEGY: Our business attorneys carefully drafted language to support the client’s position on how the closing adjustments should be calculated and effectively negotiated acceptance of its inclusion in the agreement.
RESULT: After the merger closed, the purchaser disputed nearly $23 million in total closing accounting, as our firm had expected. Based upon the language Lawrence Kamin negotiated into the agreements, the major accounting firm that arbitrated the dispute awarded our client, the seller, more than $20 million of the total amount in dispute.
SITUATION: Our real estate client developed an apartment complex with over 700 units in a Chicago suburb at a time when tax laws were more liberal to developers and enabled owners to take major tax deductions. As a result of those deductions over 30 years, a sale of the complex would cause large tax recapture, which potentially could exceed the proceeds of the sale. Some of the developing partners wanted to cash out their interest while others wanted to be able to reinvest in new real estate investments in order to get a step-up in basis upon death and avoid the recapture.
STRATEGY: With counsel from Lawrence Kamin tax planning attorneys, and using techniques unique to Illinois, we were able to effectively restructure the partnership. The new structure included the redemption of certain interests and a tenant in common agreement enabling each individual partner to determine his or her own personal tax liability. The following year, a sale of the property closed for close to $120 million.
RESULT: After the sale, each individual partner had the freedom to reinvest their proceeds to defer their gain or take their sale proceeds and pay the taxes. For the partners who opted to reinvest their proceeds, Lawrence Kamin attorneys were able to set up exchanges and use the funds to purchase new investment properties for them.
SITUATION: Lawrence Kamin represented the owner of a large business in the contractual sale of the entity to a sizable buyer. The seller was a member of a multi-employer liability pension plan regulated by ERISA, which poses risk for automatic and immediate “withdrawal liability” to the seller if not appropriately mitigated in the contractual process.
STRATEGY: Our business attorneys identified this often overlooked liability issue early on. We effectively negotiated with the purchaser and documented the incorporation of statutory language and mechanisms required by the statute into the sale contract to ensure that future pension liability would reside with the buyer.
RESULT: Lawrence Kamin minimized the potential for post-closing liability for our client and enabled our client to shift substantial future costs to the purchaser.
SITUATION: Our client was in the process of developing a 48-story mixed-use high-rise building near downtown Chicago with retail on the first two floors and apartments above. While the project was still being constructed, a condominium developer approached our client to purchase and convert the residential units. With a gratuitous offer on the table, it was clear that our attorneys would need to put legal protections in place for the client should the condominium market slow, leaving the converter unable to close the transaction.
STRATEGY: While our client was obligated to finish construction, the condominium converter was permitted to sell units subject to completion. Lawrence Kamin attorneys developed and negotiated an agreement in which our client would retain ownership of the retail portion post-closing, and its institutional investor would receive a majority of the benefits from the residential sale. The key component to achieve our goal and secure our client from a possible defaulting buyer was the deposit of an extreme amount of non-refundable earnest money by the condominium company. Our legal strategy was to ensure the condominium developer had so much money at stake that it could not afford to default—or if a default occurred, the earnest money would be enough to recover the reputation of the building and allow its success as a rental project.
RESULT: As a result of our strategy, the transaction ultimately closed during an extremely slow period for condominium converters. Our client continues to hold the successful retail portion of the project today.
SITUATION: A vibrant financial service office had engaged a competing law firm to write a form employment contract and post-employment restrictive covenant. Unsatisfied with the result, the client engaged Lawrence Kamin to review and rewrite the documents. During initial consultation, our attorneys learned that, in addition to the relationships governed by the employment contract, the client had multiple business entities and a complex spectrum of independent contractor and other compensation-sharing relationships all governed separately by distinct agreements. Individuals often switched between an employment, independent contractor, or compensation-sharing role and, in many cases, held multiple positions simultaneously with different clients of the office.
STRATEGY: Lawrence Kamin recommended a simultaneous review and integration of all of these contracts into a single “Affiliation Agreement.” Our firm effectively prepared an agreement that was simple to read and flexible enough to cover the affiliate’s separate or simultaneous compensation and obligations in any role as employee, independent contractor, or non-contractor under a compensation-sharing relationship.
RESULT: After implementing the new Affiliation Agreement, the client reported that the approach requires less internal recordkeeping and reduced confusion among affiliates as to which agreements and responsibilities apply to distinct portions of an affiliate’s relationship. Importantly, the increased clarity of the single agreement also substantially lowered the client’s risk of litigation. Notably, Lawrence Kamin’s fees for preparing the Affiliation Agreement were substantially lower than the competing law firm’s fees to write the original employment agreement that the client found unsatisfactory.
Results content provided on this page is intended to be representative of the types of client matters Lawrence Kamin attorneys have handled and the legal expertise our professionals possess. Past performance is no guarantee of future results.
