Cliff is a dynamic and effective business attorney with a diverse experience helping clients manage their legal risks and accomplish their objectives.  He has established a reputation for quickly analyzing legal aspects of complex business transactions and implementing thoughtful and practical solutions to resolve conflicts.  He is recognized for gaining the trust of clients and opposing counsel by vigilant attention to their goals and concerns, communicating effectively, and consistently meeting deadlines. 

Experience
 

Cliff has advised over 150 clients in the areas of corporate finance, mergers and acquisitions, corporate governance, securities regulation, labor and employment, and general business transactions.  The following is a sample of his recent work:

•   Structuring a client’s new business as a franchise-based network of auction companies.  Advising on compliance with the rules and regulations of the Securities and Exchange Commission and the Federal Trade Commission.

•   Establishing a client’s new business as the operator of an exclusive private school.  Advising on its $10 million convertible note financing.  Negotiating and drafting executive employment and noncompetition agreements.

•   Advising a client on its new business as a bank holding company.  Managing its initial capital raise and acquisition of a community bank with $105 million in assets.  Revising the transaction in response to the recent financial crisis. 

•   Negotiating a building materials company’s $12 million acquisition of an aggregate storage and supply company and long-term lease of a rail yard. 

•   Forming a $100 million private equity fund for a client seeking to invest in distressed real estate.  Advising on compliance with the Investment Company Act and Investment Advisors Act.  Implementing a complex structure of two parallel funds and several real estate investment trusts to achieve certain tax objectives.

•   Advising a continuing care retirement community on restructuring its Board of Directors.  Preparing proxy materials resulting in the approval by over 93% of its shareholders.

Education

J.D., 2003, Georgetown University Law Center, cum laude

B.A., 1995, University of California at Berkeley, summa cum laude

Prior Legal Experience

Senior Associate, Womble Carlyle Sandridge & Rice, PLLC