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Daniel ErlikhmanPartner

Daniel Erlikhman


Partner
Los Angeles
Email:  derlikhman@reitlerlaw.com
Phone:

EXPERIENCE

Daniel’s practice involves representing founders, serial entrepreneurs, emerging companies, family offices and other sophisticated investors on a variety of corporate and financing matters, including venture capital financings, SAFE & convertible debt financings, and other investment and corporate transactions.  In his emerging company practice, Daniel navigates clients through all growth milestones, from basic formation to equity administration and founder arrangements, to fundraisings and exits.  Additionally, Daniel acts as trusted legal advisor to middle-market clients and venture-backed and private equity fund portfolio companies in a mix of corporate matters, ranging from leading traditional M&A transactions and later-stage financings, strategic combinations and restructurings, to advising on corporate governance, intellectual property, and commercial matters.

Prior to joining Reitler Kailas & Rosenblatt, Daniel was a Partner at Strategic Law Partners, a venture capital, corporate and M&A boutique firm, where he worked closely with early-stage companies and investors on a variety of venture capital,  corporate and financing matters, and served as outside general counsel to emerging and mature businesses.

Among various client engagements, Daniel has advised institutional funds such as Carrick Capital Partners on both control acquisitions and portfolio investments in disruptive technologies, while also acting as a trusted business advisor and transactional counsel to mature specialty consumer brands like Madre Mezcal (specialty spirits brand) and Hello Cake (health and wellness brand).  In his SLP career, Daniel helped emerging and growth clients complete numerous financings (ranging from early-stage convertible and SAFE rounds to later stage Series Seed and Series A raises, to venture debt financings), recapitalizations, and key strategic partnerships and commercial transactions, led key add-on acquisitions and follow-on financings for portfolio companies of Aurora Capital (NTS, VLS Recovery Services) and Carrick Capital (Flatiron, Legal Sifter, Akorda) and advised on a number of exit transactions and sales of controlling equity stakes of technology companies to PE funds and strategic acquirers (sale of Boostlingo to Mainsail Equity Partners, $200M sale of Apriso Corp. to Dassault Systems, sale of controlling equity stake in ERP Power to Angeles Equity Partners, sale of Precision Business Solutions to New Capital Partners, and sale of Cicoil to a strategic buyer, as a few examples).

From 2004 to 2012, Daniel was a key part of Bingham McCutchen’s Corporate/Private Equity Group in Los Angeles, where he represented private and public companies and private equity and venture capital funds in buy- and sell-side M&A transactions, portfolio investment, corporate governance, and other general corporate matters.  Daniel worked with premier private equity and venture capital funds such as Platinum Equity, Gores, Freeman Spogli, Levine Leichtman Capital Partners, Riordan Lewis & Haden, Corridor Capital, Omninet Capital, Vintage Capital and NGEN Partners, as well as strategic acquirers such as Honeywell, University of Southern California and Mitsui.  During the course of his Bingham career, Daniel also completed an 18-month part-time in-house secondment with Boston Scientific, where he advised the General Counsel of the Neuromodulation Division and its management on day-to-day legal and commercial matters, including drafting and negotiation of supply chain, customer, distributor, services, and other commercial agreements, implementation of licensing, collaboration and promotional arrangements and developing corporate policies.  Daniel’s relationship with Boston Scientific continued through the pandemic.

EDUCATION

  • Princeton University, B.A. 1999
  • University of California, Hastings College of the Law, J.D. 2004

PROFESSIONAL

  • Eastern European Bar Association, LACBA (Los Angeles County Bar Association)
  • Advised non-profit entities with respect to tax exemption, governance and compliance matters directly and on a pro-bono basis through Public Counsel’s Non-Profit Clinic project
  • Presenter/Panelist/Mentor on legal issues for startup companies at  Coloft, Culver Marina BAR Association, Los Angeles Cleantech Incubator (LACI) companies, and Startup Boost LA
  • Taught semester-long Start-up Counseling Course at USC Gould School of Law as Adjunct Professor in 2018
  • Collaborated with Los Angeles CleanTech Incubator on legal trainings for portfolio companies

ADMISSIONS

  • California

PUBLICATIONS

RECOGNITION

  • Professional Chess Accomplishments – 1995 SoCal High School Champion, Ranked #2 in US Cadets 16 (1993); coached elementary school chess team to National Championship.
  • Fluent in Russian and Ukrainian

Experience

Daniel’s practice involves representing founders, serial entrepreneurs, emerging companies, family offices and other sophisticated investors on a variety of corporate and financing matters, including venture capital financings, SAFE & convertible debt financings, and other investment and corporate transactions.  In his emerging company practice, Daniel navigates clients through all growth milestones, from basic formation to equity administration and founder arrangements, to fundraisings and exits.  Additionally, Daniel acts as trusted legal advisor to middle-market clients and venture-backed and private equity fund portfolio companies in a mix of corporate matters, ranging from leading traditional M&A transactions and later-stage financings, strategic combinations and restructurings, to advising on corporate governance, intellectual property, and commercial matters.

Prior to joining Reitler Kailas & Rosenblatt, Daniel was a Partner at Strategic Law Partners, a venture capital, corporate and M&A boutique firm, where he worked closely with early-stage companies and investors on a variety of venture capital,  corporate and financing matters, and served as outside general counsel to emerging and mature businesses.

Among various client engagements, Daniel has advised institutional funds such as Carrick Capital Partners on both control acquisitions and portfolio investments in disruptive technologies, while also acting as a trusted business advisor and transactional counsel to mature specialty consumer brands like Madre Mezcal (specialty spirits brand) and Hello Cake (health and wellness brand).  In his SLP career, Daniel helped emerging and growth clients complete numerous financings (ranging from early-stage convertible and SAFE rounds to later stage Series Seed and Series A raises, to venture debt financings), recapitalizations, and key strategic partnerships and commercial transactions, led key add-on acquisitions and follow-on financings for portfolio companies of Aurora Capital (NTS, VLS Recovery Services) and Carrick Capital (Flatiron, Legal Sifter, Akorda) and advised on a number of exit transactions and sales of controlling equity stakes of technology companies to PE funds and strategic acquirers (sale of Boostlingo to Mainsail Equity Partners, $200M sale of Apriso Corp. to Dassault Systems, sale of controlling equity stake in ERP Power to Angeles Equity Partners, sale of Precision Business Solutions to New Capital Partners, and sale of Cicoil to a strategic buyer, as a few examples).

From 2004 to 2012, Daniel was a key part of Bingham McCutchen’s Corporate/Private Equity Group in Los Angeles, where he represented private and public companies and private equity and venture capital funds in buy- and sell-side M&A transactions, portfolio investment, corporate governance, and other general corporate matters.  Daniel worked with premier private equity and venture capital funds such as Platinum Equity, Gores, Freeman Spogli, Levine Leichtman Capital Partners, Riordan Lewis & Haden, Corridor Capital, Omninet Capital, Vintage Capital and NGEN Partners, as well as strategic acquirers such as Honeywell, University of Southern California and Mitsui.  During the course of his Bingham career, Daniel also completed an 18-month part-time in-house secondment with Boston Scientific, where he advised the General Counsel of the Neuromodulation Division and its management on day-to-day legal and commercial matters, including drafting and negotiation of supply chain, customer, distributor, services, and other commercial agreements, implementation of licensing, collaboration and promotional arrangements and developing corporate policies.  Daniel’s relationship with Boston Scientific continued through the pandemic.

Education

  • Princeton University, B.A. 1999
  • University of California, Hastings College of the Law, J.D. 2004

Professional

  • Eastern European Bar Association, LACBA (Los Angeles County Bar Association)
  • Advised non-profit entities with respect to tax exemption, governance and compliance matters directly and on a pro-bono basis through Public Counsel’s Non-Profit Clinic project
  • Presenter/Panelist/Mentor on legal issues for startup companies at  Coloft, Culver Marina BAR Association, Los Angeles Cleantech Incubator (LACI) companies, and Startup Boost LA
  • Taught semester-long Start-up Counseling Course at USC Gould School of Law as Adjunct Professor in 2018
  • Collaborated with Los Angeles CleanTech Incubator on legal trainings for portfolio companies

Admissions

  • California

Publications

Recognition

  • Professional Chess Accomplishments – 1995 SoCal High School Champion, Ranked #2 in US Cadets 16 (1993); coached elementary school chess team to National Championship.
  • Fluent in Russian and Ukrainian

Transactions

GENERAL CORPORATE, VENTURE CAPITAL & EQUITY FINANCINGS; OUTSIDE GENERAL COUNSEL REPRESENTATION OF EARLY STAGE AND VENTURE-BACKED COMPANIES

  • Represent Carrick Capital Partners, a later-stage institutional investment fund, on a variety of portfolio company matters, ranging from leading and co-investing in Preferred financings, to opportunistic control acquisitions and portfolio divestitures, to general corporate advice on executive arrangements, equity administration and corporate governance issues.
  • Represent Olive Tree Capital and SWS Capital, both family office/tech/seed fund investors, in their US-based early-stage portfolio investments. (2016 – current).
  • Represent Madre Mezcal, the fastest-growing North American mezcal brand company on all general corporate, financing and strategic matters. Work directly with CEO on fundraising initiatives, strategic partnerships and key commercial relationships, ambassador/influencer engagements and other day-to-day commercial and transactional matters.  (2019 – Current).
  • Represented ultra-high net worth individual in repurchase of controlling equity interest in an interior design and artisan furniture business. Lead drafter/negotiator of transaction documents. (2014).
  • Represented Duff Cakemix (a celebrity bakery / make your own cake business based on Duff Goldman’s bakery chef reality TV show) in general corporate and financing matters. Recently completed a follow-on Preferred financing and recapitalization, and helped negotiate key management equity incentive arrangements.  (2016 – present).
  • Represent Fable, a web-based motion design platform, in day-to-day corporate and financing matters (2018 – Current).
  • Represent Hello Cake, a men’s sexual wellness brand, in day-to-day corporate and financing matters (2018 – Current).
  • Represent Medcurio, a healthcare software provider company in day-to-day corporate and financing matters (2019 – Current).
  • Represent several clean tech portfolio companies from the Los Angeles Cleantech Incubator (LACI) in outside general counsel capacity and financing transactions. The relationship with LACI is ongoing.  Advise founders of companies in a variety of industries, such as solar, battery technology, logistics and cleaning solutions. Key client is Pick My Solar – a solar marketplace company, advising on all day-to-day corporate matters and financings.  (2013 to current).
  • Represented The Chernin Group and its related fund entities in various portfolio company investments in the online content, video and media sectors. Lead drafter and negotiator of investment terms for several Preferred equity and convertible debt financings, including a deal featuring a partial buyout of founder’s equity (2015 – 2019).
  • Represent Webalo, Inc., an enterprise management software company, in convertible debt and equity financings and day-to-day corporate matters. Assisted the company in re-implementing corporate governance and equity plan administration post-Chapter 11 restructuring (2014 – current).
  • Represent Mode, a specialty-design cannabis vaporizer company, in day-to-day corporate and financing matters (2018 – Present).
  • Represented Richard Riordan and Gladstone’s in general corporate matters, governance and commercial matters. Lead drafter and negotiator of restaurant management agreement with SBE Group and separation agreement with restaurant’s CEO. Advised client in connection with liquor license issues, attended board meetings, and counsel client in connection with company equity ownership reorganization & recapitalization.  Serve as client’s primary contact for various day-to-day corporate matters. (2007 – 2018).
  • Represented a successful wine club/distributor company in several preferred equity, venture debt and convertible debt financings. Ongoing outside general counsel advice on day-to-day matters, including equity and option administration, employee separations, add-on acquisitions and general corporate governance matters. (2012 to 2018).
  • Represented Boston Scientific (Neuromodulation and Urology/Women’s Health divisions) as outside general counsel (~20-40 hours per month), reporting directly to Senior Managing Counsel for the MedSurg business segment. This relationship commenced in 2010-2011 for an 18 month secondment and again continued starting in February 2014.  Projects involve providing active advice and support to division executives on a variety of day-to-day matters, including commercial transactions, sales and marketing, logistics and facilities, strategic collaborations, R&D initiatives, and other supply chain and vendor transactions.  Lead attorney in drafting, negotiating and reviewing various commercial contracts and term sheets (supply, consulting, vendor, distributor, licensing, confidentiality, NDAs, settlements).  Frequently serve as primary contact for business managers and various division functions. (2010 – 2020). Sample contracts and projects include(d):
  • Customer, distributor, supply, vendor, services and component procurement contracts.
  • Marketing, consulting and field research agreements.
  • Licensing, partnering and collaboration agreements, including spokesperson and talent acquisition agreements.
  • Confidentiality, non-disclosure and settlement agreements.
  • Sales contest terms and conditions.
  • Intracompany transfer pricing and supply agreements.
  • Internal corporate policies.
  • Representative Examples:
    • Negotiated long-term supply agreements, supplier exits and inventory reconciliation terms with several Neuromodulation Division suppliers.
    • Drafted and negotiated DARPA terms sheets and collaborations for R&D initiatives.
    • Drafted and negotiated talent acquisition and spokesperson agreement with Hulk Hogan for promotional and marketing services for division’s product, including trade show and interview appearances, development of a documentary, and online and social media content development.
    • Content and trademark license from Oxford Publishing to distribute a book through an iPad/iPhone application to physician customers registered for the Neuromodulation Learning Institute and associated website terms and conditions for users.
    • Joint development, collaboration and licensing term sheets and agreements to conduct clinical studies and develop customized software and simulator technology.
    • Market research and consulting agreement with a field research provider.
    • Drafted Sales Contest terms for regional sales representatives.
    • Developed Call Recording Policy consistent with HIPAA requirements.
  • Represented an online gaming company in several preferred equity and convertible debt financings. Lead drafter and negotiator of transaction documents, provide day-to-day counseling advice and outside general counsel services.  (2012 to 2014)
  • Represented Sexy Hair Concepts in negotiation of a talent agreement with Cheryl Burke (Dancing with the Stars winner, Season 2), including provisions covering photo shoots, public appearances, website and online media (Facebook, MySpace) content development featuring talent and promoting the company’s products, and ownership and license of talent’s image. (2008)
  • Represented Anadarko Petroleum Corporation in connection with review of corporate restructuring and subsidiary ownership and operation structure in context of potential historical environmental liabilities and bankruptcy litigation initiated by former shareholders and creditors of a chemical business spun off by one of Anadarko’s subsidiaries. Lead attorney in preparing memoranda of environmental site corporate ownership histories and preparing a presentation to management and counsel teams tracing the history and structure of the chemical business.  (2009)
  • Represented Freeman Spogli & Co in connection with conversion of several portfolio company operating subsidiaries from Delaware corporations to limited liability companies, including preparation of all conversion documentation, negotiating required lender consents, advising on tax aspects of the conversion and coordinating all closing matters. (2010)
  • Represented Aremac Heat Treating, LLC in organizational matters and drafted LLC agreement to define the members’ unique economic, voting and control rights. (2010)
  • Represented an industrial filtration technology company in proposed auction sale (deal aborted). Lead attorney in review of bid markup, preparation of issues list, disclosure schedules and drafting of ancillary transaction documents. (2008)
  • Represented Fertile Hope (a former California non-profit corporation) in divestiture of its cancer treatment education programs to the Lance Armstrong Foundation and subsequent dissolution proceedings. Lead attorney in negotiation and review of transaction agreement and dissolution documentations.  Primary coordinator of all matters associated with transaction and subsequent dissolution that required approval by the California Attorney General’s office. (2009-2010)
  • Represented Episencial, a producer of advanced, organic baby skincare products, in a preferred financing and restructuring (2014). Lead drafter/negotiator of transaction documents.
  • Represented various venture capital firms including NGEN Partners and Omninet Capital and start-ups including Exela (pharmaceuticals), Bionic Harvest (alternative energy), Pionetics (alternative water treatment), Surro Immunology (immune system disease vaccines) and Nine Star (skateboarding) in equity financings and convertible/bridge debt transactions. Negotiating and drafting transaction documents and term sheets (lead attorney in majority of transactions) and supervising due diligence and closings.  (2005 through 2008)
  • Represented Babson Capital in equity investment matters in connection with Babson’s mezzanine financing of Ann’s House of Nuts, a privately held trail mix and nut company. Lead attorney in negotiating equity investment documentation, coordinating with debt finance team and supervising equity-related aspects of the closing. (2010)
  • Represented LLM Capital Partners in minority preferred equity investment in Spectrum Clubs (athletic clubs’ chain). Lead attorney in drafting and negotiating investment documentation and supervising due diligence.  (2010)

Mergers & Acquisitions & PRIVATE EQUITY

  • Represent several portfolio companies of Aurora Capital (including VLS Recovery Services – a waste management solutions business, and NTS – a testing, inspection, and certification facility business) in several add-on/platform acquisition transactions (2019 – current).
  • Represented Carrick Capital Partners in acquiring Flatiron, an online bootcamp/school business from WeWork (2020). Led a complex multi-jurisdictional transaction involving acquiring target’s US and international business operations, supervised local and specialist counsel, first chair on drafting and negotiating transaction documents.
  • Represented Precision Business Solutions, a B2B data analytics solutions provider, in sale of a majority stake to a private equity fund. In addition to lead role on M&A process alongside investment banker, advised founders on earn-out, equity rollover and restructuring issues as part of the sale.
  • Represented owners of Cicoil, a cable technology business, in a sale of majority equity interest to a strategic acquirer (2019).
  • Represented several startups (Vertical Finance, Helix) in “acqui-hire” distressed sale transactions to strategic acquirers (2021/2022).
  • Represented ERP Power (LED driver manufacturing business) in the sale of a controlling equity interest to a Los Angeles-based private equity fund. Lead drafter and negotiator of transaction documents, founder employment and phantom equity arrangements (2016).
  • Represented net in divestment of its travel comparison website business to a strategic buyer (2016).
  • Represented Fullscreen, a Chernin Group portfolio company, in its acquisition of Stagebloc, an artist marketing and fan-directed, interactive platform. Lead drafter and negotiator of merger agreement and other deal documents. (2015).
  • Represented owners of a Santa Monica-based co-working space in a divestment of equity interests to minority partner stemming from a partnership and management dispute. (2014).
  • Represented owners of LA-based manufacturing business in a $10 million stock sale to a portfolio company of Hicks Equity Partners and The Riverside Company (private equity/family office investors).  Lead drafter/negotiator of stock purchase agreement and other transaction documents, including earnout covenants. (2014).
  • Represented an automotive remanufactured/OEM parts company in a $20 million sale of controlling equity interest to The Gladstone Companies, including management equity rollover matters. (2013).
  • Represented Apriso Corp., a provider of enterprise software solutions, in a $200 million sale to strategic acquirer Dassault Systemes. Lead drafter of merger agreement and transaction documents, supervised all aspects of closings.  Key participant in three-day face-to-face negotiation session with buyer’s M&A team (2013).
  • Represented an LA-based logistics & warehousing company in a $70 million sale to I.G., a Chicago-based private equity fund. Lead drafter and negotiator of transaction of stock purchase agreement and other transaction documents, including management equity rollover documentation. (2013).
  • Represented an LA-based software optimization technology company in a $30 million sale to Marlin Equity Partners. Actively participated in all facets of transaction, including drafting and negotiation of deal documents, collaborating with in-house counsel and client counseling. (2013)
  • Represented ThinkNear (Culver City-based, mobile advertising company) in a $22.5 million cash and stock merger with TeleNav, Inc. (public company). Lead drafter and negotiator of merger agreement and other transaction documents.  Supervised all aspects of closing.  (2012)
  • Represented an online/social media gaming company in two platform acquisitions and related convertible debt financings and a lacrosse tour business in an asset divestiture. Lead drafter and negotiator of transaction documents.  Supervised all aspects of closing. (2012)
  • Represented Honeywell in $950 million divestiture of its Consumer Products Group (CPG), a multinational business unit of the Transportation Systems division, catering to the automotive aftermarket products, to Rank Group, a New Zealand private equity fund. Drafted and negotiated the purchase agreement (second chair) and transition services agreement (lead drafter and negotiator). Lead drafter and negotiator of other ancillary documents, served as primary contact for client and opposing counsel, and supervised due diligence, disclosure schedules preparation and closing.  Key aspect of transaction involved actively overseeing the transfer of foreign operations of CPG in 10 countries, including supervising local counsel with respect to deal documentation and closing matters. (2010-2011)
  • Represented Honeywell in $500 million tender offer to acquire shares of EMS Technologies, Inc., a publicly traded telecommunications technology company, servicing the defense and aerospace industries. Lead drafter of tender offer disclosure documents and related amendments; supervised due diligence and review of disclosure schedules. (2011)
  • Represented Honeywell in $1.2 billion cash acquisition of Norcross Safety Products (safety equipment) in and a $1.05 billion cash/stock sale of Honeywell’s foreign and domestic aerospace fastener and hardware distribution division to B/E Aerospace. Second chair in drafting and revisions to purchase agreement, lead drafter and negotiator of ancillary documents, served as primary contact for client, in-house counsel, specialists and opposing counsel.  Supervised all aspects of diligence, disclosure schedule preparation and closing.  (2008)
  • Represented Levine Leichtman Capital Partners in stock sale of a Mississippi-based Harlow’s Casino to a private equity buyer. Lead drafter of many transaction documents, including purchase agreement drafts and markups, managed preparation of disclosure schedules, conducted diligence and coordinated all closing matters.  (2010)
  • Represented Freeman Spogli & Co in a reverse triangular merger acquisition of a S. fire protection equipment wholesaler Brooks Equipment Company and related co-investment transactions. Lead attorney and primary contact in drafting and negotiating certain acquisition and ancillary agreements, management and private equity co-investment documents, supervising due diligence and coordinating all closing matters. (2010)
  • Represented a U.S. subsidiary of Mitsui, a Japanese-based industrial, trading and import/export company with Japanese and U.S. operations, in acquisition of a privately held machinery manufacturing company (80% stock purchase). Lead attorney and primary contact in drafting and negotiating stock purchase agreement and other transaction documents, supervising and conducting due diligence and coordinating closing.  Responsibility included participating and advising client during a late-stage all-hands negotiation with no partner supervision.  (2007)
  • Represented Corridor Capital in asset acquisition of Control Devices, a Missouri-based control valve manufacturing company and follow-on roll-up asset acquisitions of Hunter Fritz Manufacturing and Roberts Manufacturing (Section 361 bankruptcy acquisition), as well as evaluation of numerous other proposed portfolio acquisitions and general corporate matters. Lead attorney negotiating and drafting purchase agreement and ancillary documents on Control Devices and Hunter Fritz acquisitions, negotiating Control Devices CEO separation agreement, supervising due diligence and advising on securities laws compliance matters, advised on Control Devices working capital adjustment matters and post-closing indemnification dispute.  (2007 through current)
  • Represented University of Southern California in a $275 million asset acquisition of University and Norris Cancer Hospitals from Tenet Healthcare. Lead attorney in managing a complex transactional and regulatory closing process and assignment of managed care contracts, serving as primary contact for USC’s general counsel and business team, regulatory counsel and opposing counsel.  Lead drafter and negotiator of ancillary closing documents and side letters.  Lead advisor to client on post-closing indemnity claims.  Supervised due diligence and closing.  (2009-2010)
  • Represented Platinum Equity in stock acquisition of Saturn Fasteners and divestiture of Canvas Systems, and represented Platinum Equity and Gores in evaluation of numerous other acquisitions and sales of portfolio companies. Lead attorney drafting and negotiating purchase agreement and ancillary documents on Saturn Fasteners acquisition and Canvas Systems divestiture.  Conducted and supervised due diligence across firm offices in other proposed Platinum and Gores transactions involving both private and public company targets and existing portfolio companies.  (2005-2012)
  • Represented Freeman Spogli & Co in sale of Vibe Magazine to a strategic buyer. Lead attorney and primary contact in drafting and negotiating certain ancillary agreements, negotiating letter of credit replacement documents and termination of certain real estate agreements in connection with transaction.  Supervised all closing matters.  (2006-2007)
  • Represented Dubin Clark and its portfolio company Classic Party Rentals in five add-on asset acquisitions of party and event planning businesses in California, Arizona, Florida and other states and analysis of the company’s trademark and tradename coverage. Lead attorney drafting purchase agreement and other transaction documents, coordinated financing matters and negotiated certain acquisition financing-related documents, conducted and supervised due diligence, and worked closely with sponsor’s personnel and portfolio company’s management team on all aspects of the transaction. (2006-2007)
  • Represented Levine Leichtman Capital Partners in stock sale of an industrial weld fitting portfolio company and in a bid to acquire a pizza franchise business. Lead drafter of certain transaction documents, assisted with purchase agreement markups, managed preparation of disclosure schedules, conducted diligence and coordinated all closing matters.  (2008-2012)
  • Represented Total Transportation Services (logistics/warehousing company) in transfer of warehouse operations to a customer. Lead counsel in negotiating asset and real estate lease transfer documentation.  (2011)

FUND FORMATION AND CO-INVESTMENTS

  • Represented Corridor Capital in connection with formation of several smaller funds, consisting primarily of individual accredited investors. Lead attorney in advising on all securities compliance and blue-sky filing matters, assisted with drafting and review of fund formation documents, subscription documentation, private placement memoranda, related amendments and side letters.  (2007 through current)

 

  • Represented Levine Leichtman Capital Partners in formation of investment vehicle and related negotiations with co-investors in connection with acquisition of Santa Cruz Nutritionals/Harmony Foods, a Santa Cruz-based nutritional, food supplement and dietary system delivery company. Lead drafter of fund formation and investor subscription documents, assisted with co-investor negotiations and coordinated all closing matters.  (2010-2011)

 

PUBLIC COMPANY EXPERIENCE AND RESTRUCTURINGS

  • Represented Steering Committee of a U.S. noteholder group of Durango, a Mexican paper company with approximately $500 million in publicly traded U.S. bonds, in connection with restructuring the bonds and issuance of restructuring equity in the company. Lead attorney drafting and negotiating indenture and note documents, negotiating ancillary documents, coordinating with Mexican counsel and supervising closing. (2009)
  • Represented founder of Helinet (helicopter tour/aviation services company) in redemption of founder’s membership interest and related loan transactions with the company. Lead drafter and negotiator of transaction documents.  Supervised due diligence and closing.  (2007)
  • Represented Vintage Capital in reorganization of debt structure of industrial machinery manufacturing company. Lead attorney negotiating and drafting warrant and bridge note documentation.  (2007)
  • Represented Advance Auto Parts and Merisel (public companies) in preparation of SEC filings and proxy statements, corporate governance and securities laws compliance matters, and other general corporate matters. (2005-2007)
  • Represented Inter-Tel, Inc. (public telecommunication company) in preparation of merger proxy statement and related securities laws compliance matters in connection with strategic sale of the company. Lead attorney in drafting merger proxy statement and managing SEC filing process. (2007)

Daniel’s practice involves representing founders, serial entrepreneurs, emerging companies, family offices and other sophisticated investors on a variety of corporate and financing matters, including venture capital financings, SAFE & convertible debt financings, and other investment and corporate transactions.  In his emerging company practice, Daniel navigates clients through all growth milestones, from basic formation to equity administration and founder arrangements, to fundraisings and exits.  Additionally, Daniel acts as trusted legal advisor to middle-market clients and venture-backed and private equity fund portfolio companies in a mix of corporate matters, ranging from leading traditional M&A transactions and later-stage financings, strategic combinations and restructurings, to advising on corporate governance, intellectual property, and commercial matters.

Prior to joining Reitler Kailas & Rosenblatt, Daniel was a Partner at Strategic Law Partners, a venture capital, corporate and M&A boutique firm, where he worked closely with early-stage companies and investors on a variety of venture capital,  corporate and financing matters, and served as outside general counsel to emerging and mature businesses.

Among various client engagements, Daniel has advised institutional funds such as Carrick Capital Partners on both control acquisitions and portfolio investments in disruptive technologies, while also acting as a trusted business advisor and transactional counsel to mature specialty consumer brands like Madre Mezcal (specialty spirits brand) and Hello Cake (health and wellness brand).  In his SLP career, Daniel helped emerging and growth clients complete numerous financings (ranging from early-stage convertible and SAFE rounds to later stage Series Seed and Series A raises, to venture debt financings), recapitalizations, and key strategic partnerships and commercial transactions, led key add-on acquisitions and follow-on financings for portfolio companies of Aurora Capital (NTS, VLS Recovery Services) and Carrick Capital (Flatiron, Legal Sifter, Akorda) and advised on a number of exit transactions and sales of controlling equity stakes of technology companies to PE funds and strategic acquirers (sale of Boostlingo to Mainsail Equity Partners, $200M sale of Apriso Corp. to Dassault Systems, sale of controlling equity stake in ERP Power to Angeles Equity Partners, sale of Precision Business Solutions to New Capital Partners, and sale of Cicoil to a strategic buyer, as a few examples).

From 2004 to 2012, Daniel was a key part of Bingham McCutchen’s Corporate/Private Equity Group in Los Angeles, where he represented private and public companies and private equity and venture capital funds in buy- and sell-side M&A transactions, portfolio investment, corporate governance, and other general corporate matters.  Daniel worked with premier private equity and venture capital funds such as Platinum Equity, Gores, Freeman Spogli, Levine Leichtman Capital Partners, Riordan Lewis & Haden, Corridor Capital, Omninet Capital, Vintage Capital and NGEN Partners, as well as strategic acquirers such as Honeywell, University of Southern California and Mitsui.  During the course of his Bingham career, Daniel also completed an 18-month part-time in-house secondment with Boston Scientific, where he advised the General Counsel of the Neuromodulation Division and its management on day-to-day legal and commercial matters, including drafting and negotiation of supply chain, customer, distributor, services, and other commercial agreements, implementation of licensing, collaboration and promotional arrangements and developing corporate policies.  Daniel’s relationship with Boston Scientific continued through the pandemic.

  • Princeton University, B.A. 1999
  • University of California, Hastings College of the Law, J.D. 2004
  • Eastern European Bar Association, LACBA (Los Angeles County Bar Association)
  • Advised non-profit entities with respect to tax exemption, governance and compliance matters directly and on a pro-bono basis through Public Counsel’s Non-Profit Clinic project
  • Presenter/Panelist/Mentor on legal issues for startup companies at  Coloft, Culver Marina BAR Association, Los Angeles Cleantech Incubator (LACI) companies, and Startup Boost LA
  • Taught semester-long Start-up Counseling Course at USC Gould School of Law as Adjunct Professor in 2018
  • Collaborated with Los Angeles CleanTech Incubator on legal trainings for portfolio companies
  • California
  • Professional Chess Accomplishments – 1995 SoCal High School Champion, Ranked #2 in US Cadets 16 (1993); coached elementary school chess team to National Championship.
  • Fluent in Russian and Ukrainian

GENERAL CORPORATE, VENTURE CAPITAL & EQUITY FINANCINGS; OUTSIDE GENERAL COUNSEL REPRESENTATION OF EARLY STAGE AND VENTURE-BACKED COMPANIES

  • Represent Carrick Capital Partners, a later-stage institutional investment fund, on a variety of portfolio company matters, ranging from leading and co-investing in Preferred financings, to opportunistic control acquisitions and portfolio divestitures, to general corporate advice on executive arrangements, equity administration and corporate governance issues.
  • Represent Olive Tree Capital and SWS Capital, both family office/tech/seed fund investors, in their US-based early-stage portfolio investments. (2016 – current).
  • Represent Madre Mezcal, the fastest-growing North American mezcal brand company on all general corporate, financing and strategic matters. Work directly with CEO on fundraising initiatives, strategic partnerships and key commercial relationships, ambassador/influencer engagements and other day-to-day commercial and transactional matters.  (2019 – Current).
  • Represented ultra-high net worth individual in repurchase of controlling equity interest in an interior design and artisan furniture business. Lead drafter/negotiator of transaction documents. (2014).
  • Represented Duff Cakemix (a celebrity bakery / make your own cake business based on Duff Goldman’s bakery chef reality TV show) in general corporate and financing matters. Recently completed a follow-on Preferred financing and recapitalization, and helped negotiate key management equity incentive arrangements.  (2016 – present).
  • Represent Fable, a web-based motion design platform, in day-to-day corporate and financing matters (2018 – Current).
  • Represent Hello Cake, a men’s sexual wellness brand, in day-to-day corporate and financing matters (2018 – Current).
  • Represent Medcurio, a healthcare software provider company in day-to-day corporate and financing matters (2019 – Current).
  • Represent several clean tech portfolio companies from the Los Angeles Cleantech Incubator (LACI) in outside general counsel capacity and financing transactions. The relationship with LACI is ongoing.  Advise founders of companies in a variety of industries, such as solar, battery technology, logistics and cleaning solutions. Key client is Pick My Solar – a solar marketplace company, advising on all day-to-day corporate matters and financings.  (2013 to current).
  • Represented The Chernin Group and its related fund entities in various portfolio company investments in the online content, video and media sectors. Lead drafter and negotiator of investment terms for several Preferred equity and convertible debt financings, including a deal featuring a partial buyout of founder’s equity (2015 – 2019).
  • Represent Webalo, Inc., an enterprise management software company, in convertible debt and equity financings and day-to-day corporate matters. Assisted the company in re-implementing corporate governance and equity plan administration post-Chapter 11 restructuring (2014 – current).
  • Represent Mode, a specialty-design cannabis vaporizer company, in day-to-day corporate and financing matters (2018 – Present).
  • Represented Richard Riordan and Gladstone’s in general corporate matters, governance and commercial matters. Lead drafter and negotiator of restaurant management agreement with SBE Group and separation agreement with restaurant’s CEO. Advised client in connection with liquor license issues, attended board meetings, and counsel client in connection with company equity ownership reorganization & recapitalization.  Serve as client’s primary contact for various day-to-day corporate matters. (2007 – 2018).
  • Represented a successful wine club/distributor company in several preferred equity, venture debt and convertible debt financings. Ongoing outside general counsel advice on day-to-day matters, including equity and option administration, employee separations, add-on acquisitions and general corporate governance matters. (2012 to 2018).
  • Represented Boston Scientific (Neuromodulation and Urology/Women’s Health divisions) as outside general counsel (~20-40 hours per month), reporting directly to Senior Managing Counsel for the MedSurg business segment. This relationship commenced in 2010-2011 for an 18 month secondment and again continued starting in February 2014.  Projects involve providing active advice and support to division executives on a variety of day-to-day matters, including commercial transactions, sales and marketing, logistics and facilities, strategic collaborations, R&D initiatives, and other supply chain and vendor transactions.  Lead attorney in drafting, negotiating and reviewing various commercial contracts and term sheets (supply, consulting, vendor, distributor, licensing, confidentiality, NDAs, settlements).  Frequently serve as primary contact for business managers and various division functions. (2010 – 2020). Sample contracts and projects include(d):
  • Customer, distributor, supply, vendor, services and component procurement contracts.
  • Marketing, consulting and field research agreements.
  • Licensing, partnering and collaboration agreements, including spokesperson and talent acquisition agreements.
  • Confidentiality, non-disclosure and settlement agreements.
  • Sales contest terms and conditions.
  • Intracompany transfer pricing and supply agreements.
  • Internal corporate policies.
  • Representative Examples:
    • Negotiated long-term supply agreements, supplier exits and inventory reconciliation terms with several Neuromodulation Division suppliers.
    • Drafted and negotiated DARPA terms sheets and collaborations for R&D initiatives.
    • Drafted and negotiated talent acquisition and spokesperson agreement with Hulk Hogan for promotional and marketing services for division’s product, including trade show and interview appearances, development of a documentary, and online and social media content development.
    • Content and trademark license from Oxford Publishing to distribute a book through an iPad/iPhone application to physician customers registered for the Neuromodulation Learning Institute and associated website terms and conditions for users.
    • Joint development, collaboration and licensing term sheets and agreements to conduct clinical studies and develop customized software and simulator technology.
    • Market research and consulting agreement with a field research provider.
    • Drafted Sales Contest terms for regional sales representatives.
    • Developed Call Recording Policy consistent with HIPAA requirements.
  • Represented an online gaming company in several preferred equity and convertible debt financings. Lead drafter and negotiator of transaction documents, provide day-to-day counseling advice and outside general counsel services.  (2012 to 2014)
  • Represented Sexy Hair Concepts in negotiation of a talent agreement with Cheryl Burke (Dancing with the Stars winner, Season 2), including provisions covering photo shoots, public appearances, website and online media (Facebook, MySpace) content development featuring talent and promoting the company’s products, and ownership and license of talent’s image. (2008)
  • Represented Anadarko Petroleum Corporation in connection with review of corporate restructuring and subsidiary ownership and operation structure in context of potential historical environmental liabilities and bankruptcy litigation initiated by former shareholders and creditors of a chemical business spun off by one of Anadarko’s subsidiaries. Lead attorney in preparing memoranda of environmental site corporate ownership histories and preparing a presentation to management and counsel teams tracing the history and structure of the chemical business.  (2009)
  • Represented Freeman Spogli & Co in connection with conversion of several portfolio company operating subsidiaries from Delaware corporations to limited liability companies, including preparation of all conversion documentation, negotiating required lender consents, advising on tax aspects of the conversion and coordinating all closing matters. (2010)
  • Represented Aremac Heat Treating, LLC in organizational matters and drafted LLC agreement to define the members’ unique economic, voting and control rights. (2010)
  • Represented an industrial filtration technology company in proposed auction sale (deal aborted). Lead attorney in review of bid markup, preparation of issues list, disclosure schedules and drafting of ancillary transaction documents. (2008)
  • Represented Fertile Hope (a former California non-profit corporation) in divestiture of its cancer treatment education programs to the Lance Armstrong Foundation and subsequent dissolution proceedings. Lead attorney in negotiation and review of transaction agreement and dissolution documentations.  Primary coordinator of all matters associated with transaction and subsequent dissolution that required approval by the California Attorney General’s office. (2009-2010)
  • Represented Episencial, a producer of advanced, organic baby skincare products, in a preferred financing and restructuring (2014). Lead drafter/negotiator of transaction documents.
  • Represented various venture capital firms including NGEN Partners and Omninet Capital and start-ups including Exela (pharmaceuticals), Bionic Harvest (alternative energy), Pionetics (alternative water treatment), Surro Immunology (immune system disease vaccines) and Nine Star (skateboarding) in equity financings and convertible/bridge debt transactions. Negotiating and drafting transaction documents and term sheets (lead attorney in majority of transactions) and supervising due diligence and closings.  (2005 through 2008)
  • Represented Babson Capital in equity investment matters in connection with Babson’s mezzanine financing of Ann’s House of Nuts, a privately held trail mix and nut company. Lead attorney in negotiating equity investment documentation, coordinating with debt finance team and supervising equity-related aspects of the closing. (2010)
  • Represented LLM Capital Partners in minority preferred equity investment in Spectrum Clubs (athletic clubs’ chain). Lead attorney in drafting and negotiating investment documentation and supervising due diligence.  (2010)

Mergers & Acquisitions & PRIVATE EQUITY

  • Represent several portfolio companies of Aurora Capital (including VLS Recovery Services – a waste management solutions business, and NTS – a testing, inspection, and certification facility business) in several add-on/platform acquisition transactions (2019 – current).
  • Represented Carrick Capital Partners in acquiring Flatiron, an online bootcamp/school business from WeWork (2020). Led a complex multi-jurisdictional transaction involving acquiring target’s US and international business operations, supervised local and specialist counsel, first chair on drafting and negotiating transaction documents.
  • Represented Precision Business Solutions, a B2B data analytics solutions provider, in sale of a majority stake to a private equity fund. In addition to lead role on M&A process alongside investment banker, advised founders on earn-out, equity rollover and restructuring issues as part of the sale.
  • Represented owners of Cicoil, a cable technology business, in a sale of majority equity interest to a strategic acquirer (2019).
  • Represented several startups (Vertical Finance, Helix) in “acqui-hire” distressed sale transactions to strategic acquirers (2021/2022).
  • Represented ERP Power (LED driver manufacturing business) in the sale of a controlling equity interest to a Los Angeles-based private equity fund. Lead drafter and negotiator of transaction documents, founder employment and phantom equity arrangements (2016).
  • Represented net in divestment of its travel comparison website business to a strategic buyer (2016).
  • Represented Fullscreen, a Chernin Group portfolio company, in its acquisition of Stagebloc, an artist marketing and fan-directed, interactive platform. Lead drafter and negotiator of merger agreement and other deal documents. (2015).
  • Represented owners of a Santa Monica-based co-working space in a divestment of equity interests to minority partner stemming from a partnership and management dispute. (2014).
  • Represented owners of LA-based manufacturing business in a $10 million stock sale to a portfolio company of Hicks Equity Partners and The Riverside Company (private equity/family office investors).  Lead drafter/negotiator of stock purchase agreement and other transaction documents, including earnout covenants. (2014).
  • Represented an automotive remanufactured/OEM parts company in a $20 million sale of controlling equity interest to The Gladstone Companies, including management equity rollover matters. (2013).
  • Represented Apriso Corp., a provider of enterprise software solutions, in a $200 million sale to strategic acquirer Dassault Systemes. Lead drafter of merger agreement and transaction documents, supervised all aspects of closings.  Key participant in three-day face-to-face negotiation session with buyer’s M&A team (2013).
  • Represented an LA-based logistics & warehousing company in a $70 million sale to I.G., a Chicago-based private equity fund. Lead drafter and negotiator of transaction of stock purchase agreement and other transaction documents, including management equity rollover documentation. (2013).
  • Represented an LA-based software optimization technology company in a $30 million sale to Marlin Equity Partners. Actively participated in all facets of transaction, including drafting and negotiation of deal documents, collaborating with in-house counsel and client counseling. (2013)
  • Represented ThinkNear (Culver City-based, mobile advertising company) in a $22.5 million cash and stock merger with TeleNav, Inc. (public company). Lead drafter and negotiator of merger agreement and other transaction documents.  Supervised all aspects of closing.  (2012)
  • Represented an online/social media gaming company in two platform acquisitions and related convertible debt financings and a lacrosse tour business in an asset divestiture. Lead drafter and negotiator of transaction documents.  Supervised all aspects of closing. (2012)
  • Represented Honeywell in $950 million divestiture of its Consumer Products Group (CPG), a multinational business unit of the Transportation Systems division, catering to the automotive aftermarket products, to Rank Group, a New Zealand private equity fund. Drafted and negotiated the purchase agreement (second chair) and transition services agreement (lead drafter and negotiator). Lead drafter and negotiator of other ancillary documents, served as primary contact for client and opposing counsel, and supervised due diligence, disclosure schedules preparation and closing.  Key aspect of transaction involved actively overseeing the transfer of foreign operations of CPG in 10 countries, including supervising local counsel with respect to deal documentation and closing matters. (2010-2011)
  • Represented Honeywell in $500 million tender offer to acquire shares of EMS Technologies, Inc., a publicly traded telecommunications technology company, servicing the defense and aerospace industries. Lead drafter of tender offer disclosure documents and related amendments; supervised due diligence and review of disclosure schedules. (2011)
  • Represented Honeywell in $1.2 billion cash acquisition of Norcross Safety Products (safety equipment) in and a $1.05 billion cash/stock sale of Honeywell’s foreign and domestic aerospace fastener and hardware distribution division to B/E Aerospace. Second chair in drafting and revisions to purchase agreement, lead drafter and negotiator of ancillary documents, served as primary contact for client, in-house counsel, specialists and opposing counsel.  Supervised all aspects of diligence, disclosure schedule preparation and closing.  (2008)
  • Represented Levine Leichtman Capital Partners in stock sale of a Mississippi-based Harlow’s Casino to a private equity buyer. Lead drafter of many transaction documents, including purchase agreement drafts and markups, managed preparation of disclosure schedules, conducted diligence and coordinated all closing matters.  (2010)
  • Represented Freeman Spogli & Co in a reverse triangular merger acquisition of a S. fire protection equipment wholesaler Brooks Equipment Company and related co-investment transactions. Lead attorney and primary contact in drafting and negotiating certain acquisition and ancillary agreements, management and private equity co-investment documents, supervising due diligence and coordinating all closing matters. (2010)
  • Represented a U.S. subsidiary of Mitsui, a Japanese-based industrial, trading and import/export company with Japanese and U.S. operations, in acquisition of a privately held machinery manufacturing company (80% stock purchase). Lead attorney and primary contact in drafting and negotiating stock purchase agreement and other transaction documents, supervising and conducting due diligence and coordinating closing.  Responsibility included participating and advising client during a late-stage all-hands negotiation with no partner supervision.  (2007)
  • Represented Corridor Capital in asset acquisition of Control Devices, a Missouri-based control valve manufacturing company and follow-on roll-up asset acquisitions of Hunter Fritz Manufacturing and Roberts Manufacturing (Section 361 bankruptcy acquisition), as well as evaluation of numerous other proposed portfolio acquisitions and general corporate matters. Lead attorney negotiating and drafting purchase agreement and ancillary documents on Control Devices and Hunter Fritz acquisitions, negotiating Control Devices CEO separation agreement, supervising due diligence and advising on securities laws compliance matters, advised on Control Devices working capital adjustment matters and post-closing indemnification dispute.  (2007 through current)
  • Represented University of Southern California in a $275 million asset acquisition of University and Norris Cancer Hospitals from Tenet Healthcare. Lead attorney in managing a complex transactional and regulatory closing process and assignment of managed care contracts, serving as primary contact for USC’s general counsel and business team, regulatory counsel and opposing counsel.  Lead drafter and negotiator of ancillary closing documents and side letters.  Lead advisor to client on post-closing indemnity claims.  Supervised due diligence and closing.  (2009-2010)
  • Represented Platinum Equity in stock acquisition of Saturn Fasteners and divestiture of Canvas Systems, and represented Platinum Equity and Gores in evaluation of numerous other acquisitions and sales of portfolio companies. Lead attorney drafting and negotiating purchase agreement and ancillary documents on Saturn Fasteners acquisition and Canvas Systems divestiture.  Conducted and supervised due diligence across firm offices in other proposed Platinum and Gores transactions involving both private and public company targets and existing portfolio companies.  (2005-2012)
  • Represented Freeman Spogli & Co in sale of Vibe Magazine to a strategic buyer. Lead attorney and primary contact in drafting and negotiating certain ancillary agreements, negotiating letter of credit replacement documents and termination of certain real estate agreements in connection with transaction.  Supervised all closing matters.  (2006-2007)
  • Represented Dubin Clark and its portfolio company Classic Party Rentals in five add-on asset acquisitions of party and event planning businesses in California, Arizona, Florida and other states and analysis of the company’s trademark and tradename coverage. Lead attorney drafting purchase agreement and other transaction documents, coordinated financing matters and negotiated certain acquisition financing-related documents, conducted and supervised due diligence, and worked closely with sponsor’s personnel and portfolio company’s management team on all aspects of the transaction. (2006-2007)
  • Represented Levine Leichtman Capital Partners in stock sale of an industrial weld fitting portfolio company and in a bid to acquire a pizza franchise business. Lead drafter of certain transaction documents, assisted with purchase agreement markups, managed preparation of disclosure schedules, conducted diligence and coordinated all closing matters.  (2008-2012)
  • Represented Total Transportation Services (logistics/warehousing company) in transfer of warehouse operations to a customer. Lead counsel in negotiating asset and real estate lease transfer documentation.  (2011)

FUND FORMATION AND CO-INVESTMENTS

  • Represented Corridor Capital in connection with formation of several smaller funds, consisting primarily of individual accredited investors. Lead attorney in advising on all securities compliance and blue-sky filing matters, assisted with drafting and review of fund formation documents, subscription documentation, private placement memoranda, related amendments and side letters.  (2007 through current)

 

  • Represented Levine Leichtman Capital Partners in formation of investment vehicle and related negotiations with co-investors in connection with acquisition of Santa Cruz Nutritionals/Harmony Foods, a Santa Cruz-based nutritional, food supplement and dietary system delivery company. Lead drafter of fund formation and investor subscription documents, assisted with co-investor negotiations and coordinated all closing matters.  (2010-2011)

 

PUBLIC COMPANY EXPERIENCE AND RESTRUCTURINGS

  • Represented Steering Committee of a U.S. noteholder group of Durango, a Mexican paper company with approximately $500 million in publicly traded U.S. bonds, in connection with restructuring the bonds and issuance of restructuring equity in the company. Lead attorney drafting and negotiating indenture and note documents, negotiating ancillary documents, coordinating with Mexican counsel and supervising closing. (2009)
  • Represented founder of Helinet (helicopter tour/aviation services company) in redemption of founder’s membership interest and related loan transactions with the company. Lead drafter and negotiator of transaction documents.  Supervised due diligence and closing.  (2007)
  • Represented Vintage Capital in reorganization of debt structure of industrial machinery manufacturing company. Lead attorney negotiating and drafting warrant and bridge note documentation.  (2007)
  • Represented Advance Auto Parts and Merisel (public companies) in preparation of SEC filings and proxy statements, corporate governance and securities laws compliance matters, and other general corporate matters. (2005-2007)
  • Represented Inter-Tel, Inc. (public telecommunication company) in preparation of merger proxy statement and related securities laws compliance matters in connection with strategic sale of the company. Lead attorney in drafting merger proxy statement and managing SEC filing process. (2007)