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Degrees
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Juris Doctor
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My Expert Service
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Let me help you and your business. I am an experienced transactional and commercial attorney who counsels businesses on an array of organizational questions and planning matters. These include shareholder, contract, finance, and private placements, as well as issues related to the sale and purchase of businesses.
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Experience & Qualifications
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ILLUSTRATIVE TRANSACTIONS & BUSINESS SOLUTIONS
• Negotiated and closed stock sale of computer call center and revised End-User License Agreements, Value-Added Reseller Agreement, and Non-exclusive Software Distribution of License/Agreement for new entity and program applications.
• Negotiated Option to Purchase a food manufacturing company with an Exclusive Distributor and Supply Agreement and represented purchaser in the acquisition of the company.
• Wrote a legal opinion letters advising not-for-profit corporations with wholly-owned for-profit subsidiaries and structuring the intra-company dealings regarding the parent corporation’s § 501(c) (3) tax-exempt status.
• Drafts and advises closely-held corporations, limited liability companies and partnerships on shareholder-buy/sell agreements, operating agreements, and all related operational and transactional documents.
• Drafts a wide range of small business and corporate documents, e.g. Internet service contracts, agreements admitting shareholders/partners to existing entities, forming, merging and selling companies, as well as running shareholder meetings, maintaining corporate formalities, and books.
• Represented seller in restructuring terms with defaulting purchaser of chemical company, including revising the terms of the stock sale agreement, promissory notes, and settlement agreement.
• Privately placed equity for a closely-held marine engine manufacturing company holding various patents and licensing products to for the U.S. Military.
• Represented the seller of a Web technology company in the business’s sale to a publicly traded Seattle-based .com dot-com company for an eight-figure sales price.
• Created and managed various pre-IPO investment vehicles in placing equity of Oculus Innovative Sciences, now a publicly traded company on the NYSE. This included drafting Private Placement Memoranda.
• Recently placed $750,000 in private equity for start-up Paul Mitchell Partner School operating in Waukesha, Wisconsin (www.theacademywaukesha.com). Included drafting Private Placement Memoranda.
• Managed purchase and sale of a twelve-retail-location, national telecommunications stores and franchise.
• Oversaw corporate structure, land acquisition, construction, and leasing of grounds of medical facility in Franklin, Wisconsin.
• Managed acquisition of multi-location commercial cleaning franchise located in St. Louis, Missouri and Colorado.
• Represent carbon trading and Timber Company in the private placement of equity.
• Represent Internet Company in licensing mirror sites to end-users around the country.
REPRESENTATIVE CASEWORK
• Successful in National Arbitration Forum ICAAN Internet domain name dispute (Internet cyber-squatting): City News and Video v. Citynewsandvideo.
• Assessment Technologies of WI, LLC, Plaintiff-Appellee, v. WIREDATA, INC., Defendant-Appellant, 350 F.3d 640 (7th Cir. 2003). Computer-database copyright infringement suit in the Eastern District of Wisconsin concerning the copyright ability of electronic tax information requested under the Wisconsin Open Records Laws. (Published)
• Gielow v. Napiorkowski, 268 Wis.2d 673, 673 N.W.2d 351, 2003 WI App 249 (Wis. App. Nov 26, 2003) (NO. 03-0050). Successfully reversed trial court on appeal. (Published)
• M&I Marshall & Ilsley Bank, Plaintiff-Respondent, v. Kazim Investment, Inc., and Resnant Properties Limited Partnership, Appellant, 2004 WI App 13. Successfully reversed trial court on appeal. (Published)
• National Automotive Integrity Inc v. International Data Inc., et aI, Case No. 03-CV¬00584. Commenced copyright infringement litigation of computer software dispute in the Federal Court, Eastern District of Wisconsin.
• Kolfenbach v. Mansour et al., No. 98-6179-Civ-Moore (SD FL, Feb. 8, 1999), 15 No.7 Andrews Civ. Rico Litig. Rep. 11. Successfully fought civil RICO claims in Federal District Court, Southern Di
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Available Modes Of Communication
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email/chat
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Contact
JP Fernandes
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