Adishian Law Group is pleased to announce that Healthcare Provider Integrated Pain Management Medical Group, Inc. has completed its sale to a Private Equity buyer. Terms are confidential.

Healthcare Experience and Expertise.  Our firm has developed a strong, niche expertise in healthcare sell-side transactions as well as ongoing outside general counsel work for medical corporations.

Structure is Central to these Transactions.  “Structure” is often a critical consideration for the healthcare acquiror for many reasons:  tax, financing, ROI and compliance with the prohibitions against the corporate practice of medicine to name just a few.  Entity structure and Financing structure (both in terms of overall capitalization stack and the allocation of consideration) are key aspects of these transaction.

Documents and Work: On behalf of our clients, our firm led the legal work on the transaction from post LOI through Due Diligence and Closing.  These transactions are complex.  Our work included negotiating, overseeing, reviewing or drafting the following:

  • Deal Structure and timeline
  • Unit Purchase Agreement
  • New Holding Company
  • Multiple LLC formations (with associated operating agreements)
  • Stock Repurchase Agreements
  • MSA Termination Agreement
  • Sale of non-clinical assets
  • Personal Goodwill Contribution Agreement
  • Administrative Services Agreement
  • Corporate and LLC Resolutions
  • Stock Power
  • Restrictive Covenant Agreement
  • Physical Shareholder Agreements
  • Independent Contractor Agreements and
  • many other ancillary agreements

A Word About Our Clients.  We feel it is important spotlight the vision and drive required to build an organization to the point where it is ready for exit.  Our clients did that. Our clients had the vision, persistence and creative problem solving to build the IPM organization from virtually nothing into perhaps the largest medical group of its kind in Northern California.  That is a remarkable effort.  Overnight success doesn’t happen overnight.  Without the client’s dream, there is no transaction to report.

Choice of Legal Counsel.  Every time a client has a choice to retain legal counsel for an M&A transaction it is often a competitive situation.  When a client places their faith in us to assist them with accomplishing their major goals it means a lot to us.  We’re grateful for their trust and confidence, and for the privilege to contribute our skills to their success.  

ABOUT INTEGRATED PAIN MANAGEMENT MEDICAL GROUP, INC.
IPM Medical Group (ipmdoctors.com) is a leader in cutting edge pain management techniques and rehabilitation programs that set the standard in holistic approaches for managing chronic pain. Its doctors are nationally known experts in the field and are deeply involved in clinical research focused on developing the treatment solutions of tomorrow. With seventeen locations in California and services ranging from advanced interventional pain management procedures and psychological support for functional restoration, IPM’s doctors approach each patient with one goal in mind: to help patients return to normal daily activities.

About Adishian Law Group, P.C

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law and Real Estate law. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco.

For more information about this transaction, contact Chris Adishian:

Telephone: 310.726.0888 | 650.955.0888 | 415.955.0888
Email: askalg@adishianlaw.com
Social Media: @adishianlaw |  LinkedIn | Facebook | YouTube

This blog post is the latest in our running series covering the ongoing battle over Mandatory Arbitration Agreements in Employment.

To recap, On October 10, 2019, California Assembly Bill 51 (“AB 51”) was signed into law, adding Section 432.6 to the California Labor Code. It prohibits California employers from requiring applicants to sign mandatory arbitration agreements as a condition of employment or in exchange for any employment-related benefit. AB 51 also prohibits employers from retaliating against applicants or employees who refuse to sign mandatory arbitration agreements by terminating their employment or taking other retaliatory actions. Under the law, even and an opt out process is still considered a mandatory arbitration agreement. AB 51 does not apply to agreements that have already been signed before January 1, 2020, and only applies to those dated January 1, 2020, or after. Employers who violate the law as drafted could be subject to injunctive relief, lost wages, attorney’s fees, and a violation is considered a misdemeanor under California Labore Code section 433.

AB51’s Ban on Mandatory Arbitration Agreements was immediately challenged in court

In February 2020, Judge Mueller of the Eastern District of California issued a preliminary injunction (as a result of litigation brought by the Chamber of Commerce of the United States and other business groups.  The injunction effectively prevented AB51’s ban on mandatory arbitration from taking effect.  This is where our last article left off.

Between our last article and this article, California appealed……and there was the Covid-19 pandemic.

On September 15, 2021, a three judge Ninth Circuit panel held in a split decision that AB 51 is not fully preempted by the Federal Arbitration Act. In the panel’s decision in U.S. Chamber of Commerce et al. v. Rob Bonta et al., case number 20-15291, Judge Fletcher joined Judge Lucero’s majority opinion which concluded that the Federal Arbitration Act (“FAA”) doesn’t preclude arbitration agreements, but merely requires that arbitration agreements between workers and their employers be entered into voluntarily and consensually. Additionally, the panel ruled that the civil and criminal penalties associated with AB 51 “stand as an obstacle to the purpose of the FAA” and declared those aspects of AB 51 preempted by the FAA — in other words not enforceable.

What happened next? 

On October 20, 2021, the Chamber of Commerce filed a petition for en banc review by the Ninth Circuit. As a result of this petition being granted, the Ninth Circuit panel’s September 15, 2021, decision to vacate the district court’s preliminary injunction is stayed, and therefore AB 51’s ban on mandatory arbitration agreements is still enjoined pending the outcome of future rulings.

On February 14, 2022, the same three judge Ninth Circuit panel announced that the rehearing en banc will be deferred until the U.S. Supreme Court decides relevant issues in Viking River Cruises Inc. v. Moriana. This decision was also split with Judges Lucero and Fletcher making the majority, and Judge Ikuta dissenting.

In Viking, the U.S. Supreme Court will decide whether claims brought under California’s Private Attorneys General Act, which allows workers to sue on behalf of the state of California for labor law violations, can survive federal arbitration requirements. Viking is scheduled for oral arguments on March 30, 2022.

With all this litigation activity at the federal and state level, for the moment, the court’s injunction prohibiting enforcement on AB 51’s ban on mandatory arbitration agreements remains in effect.

Employers with mandatory arbitration provisions in their handbooks should examine their options with the aid of experienced employment counsel.

For additional reading on arbitration agreements, visit Federal Judge Extends Restraining Order Preventing Ban on Employment Arbitration Agreements (AB51) – Adishian Law; California 2020: Employee v. Independent Contractors, Wage and Hour, Arbitration, Discrimination and more – Adishian Law; Arbitration Clauses in Employment Agreements, California Lawyers (adishianlaw.com) and Legal Update: California 2020 – Adishian Law

Up next in our blog: President Joe Biden signed the “Ending of Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (EFASASHA).”

Adishian Law Group is pleased to announce that PI San Francisco has completed its sale to Predictive Index, LLC. Terms are confidential.

ABOUT PI SAN FRANCISCO
Owned and operated by our client, “PI San Francisco” was a leading Predictive Index Certified Partner helping leaders and managers of public and private companies throughout California optimize their recruiting and management. 

ABOUT PREDICTIVE INDEX
The Predictive Index was founded more than six decades ago, and in all that time, our mission has not changed. Our passion, inherited from our founder, is to understand people and teams—specifically what drives behaviors at work. Our quest, like yours, is to discover how to impact that behavior, ignite enthusiasm, and align business strategy with talent strategy.  Since 1955 we have honed the wisdom, guidance, and tools that help inspire employees be their most productive and engaged.

We served as Borrower’s counsel on a $6,000,000 Main Street Loan under the Federal Reserve’s Main Street Lending Program.


Area of Law: Business

ALG Represented: Borrower

Transaction Type: Main Street Loan – $6,000,000, Five-year term loan

Year: 2020

Transaction Overview: Main Street Loans v. PPP: The Federal Reserve established the Main Street Lending Program (MSLP) to support lending to small and medium-sized for profit businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic. The Program terminated on January 8, 2021.

While, the MSLP was never as widely known as the PPP (Paycheck Protection Program) it served a critical and different role — shoring up the capital base for previously profitable, financial sound businesses that suffered due to the pandemic. A simple, although not complete, way to compare the two programs is that PPP was designed to avoid massive layoffs by providing eligible enterprises money to pay salaries and retain employees. PPP money was to be received and spent within a relatively brief amount of time. Main Street Loans, on the other hand, were intended to shore up the capital base of eligible firms by making five-year loans to eligible businesses on favorable terms at a critical time when loans were scarce. Main Street Loans were fully collateralized by the business’ assets, personal guaranties from the owners and the owners’ assets.

Documents and Work. On behalf of our client, our firm led the legal work on the transaction from initial documents through Closing. This transaction involved the following documents: Credit Agreement, Term Note, Security Agreement, Pledge Agreement, Owner Guaranties, Deeds of Trust and certain MSLP specific documents along with other ancillary agreements.

Commentary.
A Distributed Transaction and Parties. In today’s legal practice, it is common for us to see parties spread out across several states. Here, the commercial bank lender was in North Carolina, their attorneys were in Minnesota, the Federal Reserve Bank was in Boston and our client is here in California. Over the last few years we are seeing more and more transactions with participants located outside of California who are eager to access the California market either by providing financing or acquiring.

Entrepreneuring is not for the faint of heart. There is a common anecdote that if most entrepreneurs knew at the outset what they would have had to go through to build and sell their business, many of them would have said, “No, thanks!” Creative problem solving, honesty, persistence, flexibility, prudent risk taking, faith and yes luck are just some of what you need to make it….everyday, every week and every year. We also think it helps to have a good law firm along the journey.

Roots in Banking. This financing transaction offered Chris, a former collegiate extern at the San Francisco Federal Reserve Bank and at the Board of Governors of the Federal Reserve, the opportunity to represent the client in a transaction sponsored by the Board of Governors of the Federal Reserve and administered through the Federal Reserve Bank of Boston via designated commercial bank lenders.

Client Update: Since the transaction closed in late 2020, the client’s business has rebounded sharply with the rise in vaccination rates and the return of economic activity. Less than two years into the loan term, the client has repaid half of the principal balance.

We are pleased to announce that Chris Adishian has been appointed to the Boards of Malaga Financial Corporation (OTC: MLGF) and Malaga Bank, FSB.  The full press release is included below.

Malaga Financial Corporation Announces the Retirement of Founding Director Leo Lee and Two New Appointments
to Its Board of Directors

September 11, 2020 13:31 ET Source: Malaga Financial Corp.

PALOS VERDES ESTATES, Calif., Sept. 11, 2020 (GLOBE NEWSWIRE) — Malaga Financial Corporation (OTCPink:MLGF) – Randy Bowers, Chairman of the Board and President/CEO, today announced the retirement of founding director, Leo Lee, from the Board of Directors of Malaga Financial Corporation and its wholly owned subsidiary Malaga Bank, FSB.

Mr. Bowers remarked, “We are extremely grateful to Mr. Leo Lee for his more than 35 years of service on the boards of both Malaga Financial Corporation and Malaga Bank. Mr. Lee’s wisdom and business judgment were invaluable to the success of the bank, including his term as Chairman of the Board in 2013-2014.”  Mr. Lee offers his resignation so he can attend to family matters in Taiwan, and will continue to be a part of the Malaga family and the bank he helped establish.

Bowers also announced the appointment of two new directors to the boards of both Malaga Financial Corporation and Malaga Bank, Herbert Ming Chang Lee and Christopher M. Adishian.

Mr. Herbert Ming Chang Lee has over 20 years of experience in commercial real estate development and management in Southern California markets, in addition to his background in investment analysis. He attended the University of California San Diego for his undergraduate degree in Economics and the University of California Irvine for his Master’s in Business Administration. Herbert has strong ties in the Palos Verdes community, having lived here most of his life, and is active in a number of community organizations.

Mr. Christopher M. Adishian joins Malaga Financial Corporation and Malaga Bank boards with impressive legal, financial, and investment experience, including his current legal practice, Adishian Law Group, and as a licensed California real estate broker. Christopher graduated with a degree in Mathematical Economics from University of California Berkeley and interned at the San Francisco Federal Reserve and the Board of Governors of the Federal Reserve in Washington D.C. Mr. Adishian received his law degree from Loyola Law School and is a member of several local bar associations. Having grown up in Palos Verdes, Christopher remains involved in the South Bay community and is active in many community organizations.

“We are pleased to welcome Herbert and Chris as new directors,” said Bowers. “Their success and knowledge in their respective industries, along with their life-long connection to the community, complement the strengths of the current Directors. They will both be valuable additions to Malaga Financial Corporation and Malaga Bank, FSB as we continue to execute our business strategy.”

Malaga Bank, a subsidiary of Malaga Financial Corporation, is a full-service community bank headquartered on the Palos Verdes Peninsula with six offices located in the South Bay area of Los Angeles.  Malaga Bank has been named by DepositAccounts.com as one of the Top 200 Healthiest Banks out of the 5,035 banks analyzed across the United States. A more detailed breakdown of Malaga Bank’s A+ health score may be found in the health section of its dedicated page at www.depositaccounts.com/banks/malaga-bank-fsb.html#healthFor over ten years Malaga Bank has been consistently recommended by one of the nation’s leading independent bank rating and research firms, Bauer Financial Inc.  Malaga Bank was awarded Bauer’s premier Top 5-Star rating for the 51st  consecutive quarter as of June 2020. Since 1985 Malaga has been delivering competitive banking services to residents and businesses of the South Bay, including real estate loan products custom-tailored to consumers and investors.  As the largest community bank in the South Bay, Malaga is proud of its continuing tradition of relationship-based banking and legendary customer service.  The Bank’s web site is located at www.malagabank.com.

Randy Bowers
                        Chairman of the Board, President and Chief Executive Officer
                        Malaga Financial Corporation
                        310-375-9000
                        rbowers@malagabank.com

Sexual harassment law has changed significantly in California.  This is the first of 3 newsletters highlighting these changes.  For employers or employees needing more information, contact us.

Area of Law:  Employment Law 
General Background:   The California legislature and courts have continued their tradition of showing a willingness to “lead” the country in many areas of law, this time with sexual harassment in the workplace.  In 2018, California passed new employment related and labor-related laws.  In this newsletter, we will highlight the key changes under the new law.  In summary, the pendulum has swung.
“Severe and Pervasive” becomes “Single incident”.
Prior law required the plaintiff (usually a woman) to establish that the conduct was “severe and pervasive.”  In practice, this became a high hurdle as courts have held that an employee “must demonstrate that the conduct complained of was severe enough or sufficiently pervasive to alter the conditions of employment and create a work environment that qualifies as hostile or abusive to employees because of their sex, and harassment that is “occasional, isolated, sporadic, or trivial” generally fails to meet this standard.”  McCoy v. Pacific Maritime Association (App, 2 Dist. 2013)

Now California SB 1300 provides that a “single incident of harassment” may be sufficient to establish a triable claim for hostile work environment.

Previously “Stray Remarks” were not enough for Plaintiffs, now Courts may consider “Stray Remarks.”
Under prior law, the “stray remarks doctrine” empowered a court to grant summary judgment.  For example, “[u]nder the stray remarks doctrine, on summary judgment on a Fair Employment and Housing Act (FEHA) claim, a “stray” discriminatory remark that a court determines is unconnected to the adverse employment action is insufficient evidence of a discriminatory motive, as a matter of law, and may be wholly disregarded by the court. Serri v. Santa Clara University (App. 6 Dist. 2014).  “Coworker’s stray remarks, while in poor taste, did not amount to discrimination, as required to support employee’s Fair Employment and Housing Act (FEHA) action against employer alleging race discrimination, where employee conceded that she did not believe coworker was acting out of his own personal racial animus.”  Patterson v. Apple Computer, Inc. C.A. 9 (Cal.) 2007.

California SB 1300 now provides that “a discriminatory remark, even if not made directly in the context of an employment decision or uttered by a nondecisionmaker, may be relevant, circumstantial evidence of discrimination.”  Cal. Gov’t Code. 12923(c).    

Previously Summary Judgment was a credible option for Employers, now Summary Judgment is “rarely appropriate.”
Under prior law, an attorney defending a company could look to the “severe and pervasive” standard, and the “stray remarks doctrine” to drive discovery.  If the facts developed showed that the conduct did not meet the “severe and pervasive” (or some say “severe or pervasive”) standard, or the facts showed that there was just a “stray remark(s)”, summary judgment in the Company’s favor was a viable goal.  

California SB 1300 now makes it clear that these cases should go to trial.  “Harassment cases are rarely appropriate for disposition on summary judgment…..hostile working environment cases involve issues “not determinable on paper.”  Cal. Gov’t Code 12923(e).

What You Need to Know. 
Even some attorneys who represent only plaintiffs think that this new law may have gone too far. Yet this is the law as it currently stands. 

For plaintiffs and potential plaintiffs.  In our opinion, if you are an employee, and you believe that you have suffered sexual harassment, by all appearances your path to trial just became much easier.  What does that mean?  In practice, typically a more credible chance of going to trial means higher settlements.  However, none of these changes mean that all plaintiffs will win their cases, nor do these changes make a clearly bad case a good case.   If you or someone you know has a harassment claim, please contact us via this link:  Contact Adishian Law

For employers.  In our opinion, if you are an employer, simply put you’ve lost two good arguments to defeat the claims, and by extension, your chances of winning at summary judgment on a harassment claim are not nearly as good as they were prior to the law change. Again, what does that mean?  In practice, typically a more credible chance of going to trial means higher settlements.  However, it is not all bad news, as employers can still mount a credible defense by meeting their training obligation and by taking “immediate and appropriate corrective action” once on notice of the complaint.   Employers can take additional steps to reduce their risk, improve their defenses and mitigate the cost of litigation.

How do businesses navigate the new California laws affecting independent contractors, wage and hour, discrimination and arbitration?  Read on.  

Given the many significant changes to California law affecting businesses, this newsletter is longer than usual.

Areas of Law: 
 This newsletter touches on several intertwined areas of business and employment law that are impacted by California’s new laws:  (1)  Employee v. Independent Contractor plus Wage and Hour; (2) Arbitration; (3) Discrimination and (4) Other areas. 
Why it Matters?:  In our opinion, any business — whether it has 5, 50, 500 or 5,000 employees — should pay close attention to all of these changes as any one can be the trigger for significant financial liability.  If your business needs help addressing these issues, please contact our firm. 

1.   Independent Contractor v. Employee (Dynamex and Borello) 
AB5 codified the Dynamex ruling from the California Supreme Court, which applied the ABC test (see our August 2, 2018 update, “The ABCs of Independent Contractors“) to determine whether a worker is an independent contractor.  In summary, to be an independent contractor the worker must (a) be “free from control and direction”; (b) “perform work outside the usual course of the hiring entity business” and (c) “customarily engaged in an independently established trade.”  Under this ABC test, we believe it is very difficult for a business to establish that a worker is an independent contractor.  There is some minor flexibility for businesses hiring licensed professionals or receiving professional services as these relationships are analyzed under another test (Borello). 

Our business has always used a lot of Independent Contractors, what could go wrong?  
Well, everything.   Lawyers often use the phrase a “parade of horribles”, and that would be appropriate here.  A single alleged independent contractor could (a) file a complaint for workers compensation, (b) file an unemployment insurance claim; (c) file a labor claim for overtime, or (d) hire an attorney to file a “wage and hour” claim (including pay stub compliance, meal break violations, rest break violations and failure to pay overtime).  If a wage and hour claim is filed, the damages escalate quickly including statutory penalties and attorney’s fees…and there is no insurance.

Wage and hour claims are frequently filed as class actions.Likewise, there could be an EDD audit.  In a “misclassification” based action, the Company’s only defense will be that the worker is an independent contractor, which was always hard to establish, and just became much more difficult.  Bottom line, in most situations, the Company will lose the independent contractor battle in our opinion.  If you are a business owner with a history of hiring a lot of independent contractors, we recommend that you consult with law firm to see what can be done to lessen your exposure.  There may be lawful steps you can take before a lawsuit is filed.  If you would like us to confidentially review your situation, please contact our firm. 

2.   Changes to Arbitration:  Immediately challenged 
AB51 banned mandatory arbitration agreements and prohibits employers from requiring applicants or existing employees to waive any right, forum or procedure for any employer violations of FEHA, the Labor Code or other statutes governing employment as a condition of employment, continued employment or the receipt of employment related benefits.   The bill also prohibits an employer from threatening, retaliating or discriminating against, or terminating any applicant for employment or any employee because of the refusal to consent to the waiver of any right, forum, or procedure for a violation of specific statutes governing employment.  SB707 also requires that in an employment or consumer arbitration where the drafting party is required to pay for arbitration and fails to do so within 30 days after the due day, the drafting party will waive arbitration and face drastic monetary and non-monetary sanctions.  

AB51 has been challenged in federal court, and the court issued a 10 day temporary restraining order (TRO).  Stay tuned.

3.   Changes to Discrimination law: Lactation Rooms, Hair Styles, Training and Time.
There are a number of important changes.  SB142 requires a lactation room or location that includes prescribed features with close proximity to a refrigerator and sink.  SB188 adds “hairstyles: to the list of potential basis for race discrimination.   AB9 extends the time to file a discrimination complaint with FEHA from 1 to 3 years.  SB788 extends the time to comply with sexual harassment training for employers with 5 or more employees.  For help here, contact our firm. 

4.  Other updates. 
California also passed the following employment related laws, which we will just list in summary form here:

AB749 prohibits No Rehire clauses in settlement agreements
AB673 and SB 688 provide additional remedies for failure to pay wages
SB83 increases the maximum wages replacement under California paid family leave
AB35 strengthens law protecting employees from toxic materials
AB203 requires Valley Fever awareness training is expected to be working near substantial dust disturbance
AB1223 requires private employers with 15 or more employees to provide leave of absence with pay for organ donation
AB1554 requires new notice requirements for Flexible Spending Accounts (FSA)
AB1804-1805 address the law regarding occupational injuries 
IRS New W4

If you have a concern that touches on one of these other areas, please contact our firm.

Key Takeaways, What Should a California Business Owner Do?  
If you own a business in California with a substantial pool of employees, you might be feeling overwhelmed with all these changes, the associated risks and the potential financial exposure.  What should you do?  Our recommendations:
1.    Get an attorney involved on your side.  If you don’t have a general counsel or employment attorney, or your attorney is not experienced with these issues, contact our firm. 

2.    Review your independent contractor / wage and hour exposure.  We have helped several clients address these issues.  Work with an attorney immediately (i.e. don’t wait until the lawsuit is filed), and if you receive an EDD audit have your CPA work with your attorney. 

3.    Improve your payroll systems and processes.  You may need to redesign your compensation plans, and processes to get into compliance and minimize future risks.

4.    Revise your handbooks.  If you don’t have a handbook, get one.  We offer a flat rate for our California 2020 handbook, and a reduced rate for annual updates, with reduced rates for multi-company engagements.  Contact us for information.  

We are pleased to announce that the legal professions’s most prestigious rating service has recognized Chris Adishian with its highest Peer Review RatingTM

Dear Clients and Friends of the Firm,

We are delighted to inform you that Chris Adishian has received Martindale-Hubbell’s Highest Peer Review RatingTM.

Chris received an “AV” rating from his peers, which means that he was deemed to have preeminentlegal ability and very high professional ethics.  The AV rating is the highest Martindale-Hubbell Peer Review RatingTM.

Martindale-Hubbell Peer Review Ratings were created in 1887 as an objective tool that would attest to a lawyer’s ability and professional ethics, based on the confidential opinions of other lawyers and judges who have worked with the attorneys they are evaluating.  Back then the simple goal was to provide “lawyers, bankers, wholesale merchants, manufacturers, real estate agents and all others….the address of one reliable law firm… in every city in the United States.”  With all the advances in technology since that time, the same need still exists. 

The Martindale-Hubbell Peer Review Ratings process evaluates lawyers based on the anonymous opinions of members of the Bar and the Judiciary, including both those who are rated and those who are not.  Reviewers are instructed to assess their colleagues’ general ethical standards and legal ability in a specific area of practice.

The Martindale-Hubbell Peer Review Ratings have remained the most prestigious and widely respected lawyer rating system in the world for over one hundred years.

In this highly competitive environment for legal services, the Martindale-Hubbell Peer Review Rating is often one of the only means to differentiate lawyers who may otherwise appear comparable in their credentials.

This is important on a variety of levels – from the in-house counsel trying to determine which one of his outside law firms should be assigned a new matter to the private practice attorney seeking to refer a case to another lawyer with the appropriate expertise in a specific area of practice.

We’re honored and grateful to receive this recognition from our peers. 

Thank you for your ongoing support, and it you know a potential client who could benefit from our legal services, we always welcome the opportunity to meet referrals from our clients and friends of the firm.  

Regards,

Adishian Law Group, P.C. 

The story of Adishian Law Group began 15 years ago, when we first opened our doors in San Francisco’s landmark Mills Building.

Back then….we only had 1 attorney, 1 laptop computer and no clients!  Thanks to the support of people like you, some hard work and some good results, we are fulfilling the dream of building a law firm that is a hub for clients seeking trusted California counsel to assist them with their legal needs.  In 2018, we added 49 new client matters, and we also welcomed some talented new team members. 

We are grateful for the trust and confidence in our firm shown by you, our clients and our professional peers.  As we turn to 2019 with optimism we are very pleased to have this opportunity to share with you a small sample of some of our more visible client successes from the past year.

General Counsel, M&A

  • Exclusive sell-side Counsel to Pioneer Magnetics in the sale of its 60 year-old global power supply business (design, manufacturing and repair) to U.S. Technologies.
  • Advised Welcome Group, Inc., a Japanese corporation, on the formation of a U.S. subsidiary to operate JAPAN HOUSE LA.  To learn more about the global JAPAN HOUSE project promoting the Tokyo 2020 Games, please visit www.japanhouse.jp.
  • Defended holding company owner of high profile, venture-backed company (raised ~$46M) against breach of contract and fraud complaint. 
  • Exclusive buy-side Counsel in acquisition of over the counter supplement manufacturer and distributor.

Real Estate

  • Exclusive buy-side Counsel to Malaga Bank (OTC: MLGF), a billion dollar asset community bank, in its acquisition of its corporate headquarters building, located in the iconic Malaga Cove Plaza in Palos Verdes Estates, California.
  • Represented Northern California homeowner in dispute with Pacific Gas & Electric regarding alleged encroachments on PG&E gas line easement.  Case settled.

Employment

  • Represented a senior level, female employee bringing claims against her former employer including sexual discrimination, sexual harassment, failure to prevent discrimination and harassment and other claims.  Case settled, pre-litigation.
  • Defended a number of Companies against misclassification and wage and hour allegations brought by former employees.

For 2019, we are looking for the following client referrals:

  • Residential/commercial real estate owners who can benefit from our unique pairing of a law firm (Adishian Law Group) with a property management firm (Adishian Capital Cal. BRE #01795301, www.AdishianCap.com);
  • Growing businesses ($10M to $200M) in need of sophisticated general counsel to guide growth, acquisitions and exits and 
  • Families who have inherited significant wealth ($15 to $100M) seeking trusted, high-quality family general counsel

Click here to “Meet the Team“.

We wish you a happy, healthy and prosperous 2019, and look forward to seeing you in the New Year! 

We are pleased to announce the following sell-side M&A transaction. 
Towards the end of last year we closed the sale of a client’s business to a private equity backed consolidator, following a year-long sale process.  If you are looking to acquire, or be acquired, please give us a call.  The full transaction web-release follows below.

EL SEGUNDO, CA (October 15, 2012) Adishian Law Group served as exclusive sell-side counsel to Bay Area Pain Center in its sale to Prospira PainCare. 

In one of the most significant M&A transactions for a Bay Area healthcare company this year, Prospira PainCare (www.prospirapc.com) announced the acquisition of Bay Area Pain & Wellness Center (“BAPWC”) (www.bapwc.com) as its initial entry into the massive California market. 

The Adishian Law Group represented BAPWC as exclusive sell-side legal counsel throughout the transaction, from letter of intent through execution of deal documents.  Prospira’s transaction team included three law firms — two ranked in the Top 60 in the United States by size — and three private equity firms.

Representing BAPWC in the sale of the enterprise to such a sophisticated buyer as Prospira was the type of challenging, complex assignment that lies right in our wheelhouse, states Chris Adishian, President of the Adishian Law Group.  â€œOur team brought a wealth of transactional experience to the table, which leveled the playing field and helped the Company reach a “full value” deal that was fair all around.

This confidence in the Adishian firm is testimony to the Principal judgment and the firms breadth and depth of knowledge in sell-side M&A transactions.  Prior to quarterbacking corporate and transactional matters as a lawyer, Adishian spent time at Arthur Andersen and the West Coast’s leading investment banking firm, Montgomery Securities. 

Says Adishian, We appreciate the trust placed in us by BAPWC, and are grateful for the opportunity to apply our talents towards achieving success for our clients.

About Prospira Pain Care.  Prospira PainCare, located in Mountain View, California was founded in August 2012. Prospira PainCare partners with world class interventional pain management physicians and rehabilitation specialists. (www.prospirapc.com)

About Bay Area Pain Center.  Since 1999, BAPWC has offered a full complement of pain therapies, from highly specialized interventional treatments, to the most sophisticated interdisciplinary pathways and programs.  The Company addresses one of the most complex and challenging problems in society chronic pain.  Bay Area Pain & Wellness Center has increased its sphere of influence through geographic expansion from its headquarters facility in Los Gatos to San Francisco and Santa Cruz along with education through publications, lectures and teaching. (www.bapwc.com)