We navigate secured and unsecured creditors through the recovery of debts owed by businesses in the throes of bankruptcy proceedings, out of court foreclosure, restructuring and receivership. When swift action is required, our lawyers move assertively and strategically. Working from the earliest stages of distress, we maximize our clients&#8217; rights through negotiations and, when necessary, litigation in bankruptcy and state courts throughout the country. Our representation has resulted in published decisions in our clients’ favor, some of which established new law.

Creditors’ Rights

Experienced in the range of techniques that bring companies through financial distress and rebuild business confidence, we move companies forward by restructuring debt, both in and out of court. Our lawyers help reorganize balance sheets, renegotiate credit facilities and build the necessary consensus to turn around companies. We work with clients to navigate them through reorganizations, restructurings and the Chapter 11 process via auctions, refinancings and intercreditor-agreements.

Restructuring

Sklar Kirsh has significant experience representing all parties in the insolvency process — debtors, creditors, committees, trustees and asset buyers.
Our clients include business and property owners, landlords, secured and unsecured creditors, Chapter 11 debtors in possession, financial institutions, asset-based lenders, management companies, high-net worth individuals and purchasers of financially distressed businesses. We protect our clients and their interests by prosecuting and defending claims of fraudulent transfer, preference actions, nondischargeability and bar to discharge actions, and other bankruptcy-related matters.  We also have significant experience representing landlords throughout the country in high-profile, multi-location, retail Chapter 11 bankruptcies and providing guidance to companies in all stages of their life cycles.

Bankruptcy & Financial Restructuring

Our team has extensive experience handling an array of complex commercial disputes across a wide range of industries, including technology, gaming, retail, apparel, hospitality, manufacturing, energy, finance, and real estate. We have a long track record of providing clients with strategic advice and aggressive representation in matters involving:
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<li>General business torts</li>
<li>Contract and fraud claims</li>
<li>Partnership and shareholder disputes</li>
<li>Fiduciary duty, joint venture, and officer/director liability claims</li>
<li>Trade secrets disputes</li>
<li>Unfair competition claims</li>
</ul>
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</ul>
We recognize that a deep understanding our clients’ business objectives is integral to serving their best interests. From the outset, all work is done in close consultation with our clients.  Our approach is to evaluate all potential disputes to determine if litigation can be avoided, or if not, to identify early exit options such as motions to dismiss, summary judgment, or settlement.  For those cases that require litigation through trial and judgment, our team has successfully tried cases in court and through alternative dispute resolution mechanisms against the world’s largest firms.

Business & Commercial

Disputes involving energy companies often involve complex technical, contractual, political and regulatory aspects. Our team has extensive experience representing energy industry clients in a wide range of contract and business tort disputes, including the prosecution and defense of claims that concern regulatory compliance, performance under power purchase agreements, municipal fees for public utility work, and theft of equipment design.

Energy Litigation

Our attorneys routinely handle all manner of entertainment and media disputes. We recognize that having a deep understanding of the applicable law is only part of what a successful entertainment litigator must bring to the table.  Understanding the industry itself, and its unique sensitivities, allows us to provide counsel to our clients that is both effective and practical.
We have extensive experience successfully representing producer-side clients, including television and motion picture studios, in accounting, contract and profit participation disputes, as well as against claims involving copyright, trademark, right of publicity and privacy, and trade secrets. Our work for entertainment industry clients also includes representing post-production and digital services providers in business and intellectual property disputes, and handling IFTA arbitrations involving foreign distributors.  We likewise have extensive experience working with high-profile individuals on public and private disputes concerning their business interests, conflicts with agents and managers, and avoiding negative tabloid exposure.

Entertainment & Media Litigation

Our team offers strategic insights and solutions to clients confronting complex intellectual property issues. We recognize that such issues must be considered as part of larger business needs and interests.  We partner with clients to develop strategies that effectively and efficiently advance and protect their interests.
We bring deep experience and capabilities to our work on disputes involving copyright, trademark, trade dress, trade secrets, counterfeiting, and unfair competition. Our IP-related clients come from a broad range of industries that include entertainment and media, apparel, marketing, technology, communications and manufacturing.

Intellectual Property

We understand that disputes involving marketing communications companies &#8212; particularly where the company’s client is also directly involved &#8212; can present sensitive practical considerations. Our team has extensive experience successfully representing advertising, public relations, and digital marketing companies in commercial and intellectual property litigation.  This includes handling contract disputes between agencies and clients, claims over alleged unauthorized use of copyrighted material or uses in excess of a license, and controversies involving rights of publicity and privacy.

Marketing Communications

Our experienced real estate litigators counsel clients to minimize litigation risk and position disputes for a quick and fair resolution whenever possible.  However, if litigation arises, our litigators are prepared to represent our clients’ interests aggressively.  We represent clients in disputes across the entire real estate landscape, including disputes arising from purchase and sale, leasing, land use, partnership disputes, boundary lines, condemnation, construction defect, and quiet title.  Our litigators routinely handle matters in state and federal trial courts, in courts of appeal, and through alternative dispute resolution to assert and defend our clients’ rights.

Real Estate Litigation

The Sklar Kirsh Litigation Practice Group is dedicated to providing premiere level legal representation to clients, no matter how large or small, across a broad spectrum of industries.
Our clients include Fortune 500 industry leaders, closely-held companies, and individuals in market sectors that range from entertainment and media, technology, marketing and communications, retail, apparel, manufacturing, energy, financial services, and real estate. We have skilled practitioners with deep experience in handling contract, complex commercial, partnership/shareholder, accounting, intellectual property, trade secret, right of publicity, right of privacy, fiduciary duty, unfair competition, and real estate litigation.
We view our role as not only litigators, but trusted counselors to our clients. We recognize that in many instances our clients’ interests are best served by avoiding litigation. So, we regularly provide counsel on ways to successfully navigate around a dispute. But we are seasoned trial lawyers prepared to aggressively represent our clients’ interests in controversies that require litigation, whether in court, through alternative dispute resolution mechanisms, or before administrative bodies.

Litigation

Sklar Kirsh advises entertainment and media clients in all areas of film, television and digital distribution. Our attorneys are experienced in negotiating acquisition agreements, output agreements, negative pickup deals, studio-network licenses, sales agency agreements and international license deals.  We also provide advice in areas related to online, digital and over-the-top distribution and have represented digital distribution platforms including subscription video-on-demand (SVOD) providers in a number of areas, including multi-picture license agreements, channel distribution agreements, and production services agreements.

Distribution

Sklar Kirsh’s Entertainment and Media Practice Group handles single-picture production loans, mezzanine financing, gap financing, slate financing, P&amp;A loans and ultimates loans, as well as soft money transactions, equity financings, co-financing deals and joint ventures, both on behalf of lenders and investors and as counsel to producers and distributors of content. We have significant experience negotiating all manner of finance documentation, including completion bonds, loan agreements, interparty agreements, notices of assignment, payment direction letters, laboratory access letters, collection account management agreements (CAMAs), and other customary entertainment-specific finance documents.

Film Finance

Sklar Kirsh counsels clients in developing and producing film, television and digital media content. Our experienced attorneys include former general counsels for a “mini-major” studio, a highly successful production company and a global post-production company.  We represent development and production companies in all phases of the filmmaking process, including rights acquisition and the optioning of scripts, books, graphic novels, remake/sequel rights, and life story rights.  We negotiate writer agreements, individual writing and non-writing producer agreements, and showrunner deals.  Our attorneys have relationships with all of the major talent agencies and talent boutique law firms and act in a business affairs capacity to negotiate agreements to hire actors, directors, writers and other creatives.  We also offer full production legal services (above-the-line and below-the-line).
Additionally, our entertainment and media attorneys are experienced in counseling clients on co-production deals, production services agreements, first look deals, post-production, vfx, and laboratory agreements, and obtaining production insurance. We have negotiated with all the major guilds and unions and advise on areas such as guild signatory status and negotiating guild residual reserves.

Film, Television & Digital Media Development & Production

The Sklar Kirsh Entertainment &amp; Media Practice Group regularly counsels clients in the entertainment and media industry on matters ranging from film, television and digital media development, production, finance, and distribution to complex corporate transactions, including mergers and acquisitions, debt and equity financings, and joint ventures.  The attorneys in our Entertainment &amp; Media Practice Group possess a deep knowledge of the industry and its players as well as significant experience in executing transactions throughout the entertainment and media space.  Three of our partners previously served as General Counsel and/or Head of Business Affairs at entertainment and media companies, which gives them an insider’s view into the needs of our entertainment and media clients and a pragmatic, solution-oriented approach.
Sklar Kirsh’s Entertainment &amp; Media Practice Group’s deep expertise and insider understanding, coupled with our sophisticated corporate practice, enables us to guide our clients through their most significant transactions as well as their bread and butter dealings in producing and exploiting content.

Entertainment & Media

Sklar Kirsh assists clients in acquiring and selling commercial and residential real estate properties, whether it’s a single asset transaction, national portfolio of properties, raw land for ground up development or REO assets. We offer our clients depth of experience, range and breadth of industry contacts and a thorough understanding of the varied marketplaces in which our clients do business within Southern California and beyond.
We counsel clients in the acquiring and selling of all sectors of income producing assets as well as development projects. In addition to preparing the core transaction documents, such as the purchase and sale agreement and related closing documents, we assist our clients in performing all due diligence relating to the acquisition or disposition of property, such as (i) reviewing all title matters relating to the property, (ii) confirming all requisite land use approvals for the property have been obtained from the applicable governmental agencies, (iii) reviewing all leases and preparing abstracts to identify material matters, and (iv) consulting with our clients regarding any relevant tax concerns.

Acquisitions & Dispositions

Sklar Kirsh’s real estate attorneys handle a wide range of commercial leasing matters representing both landlords and tenants.  Our experience includes commercial lease transactions for office buildings, multi-unit tenant buildings, restaurants, shopping centers, mixed-use buildings and warehouses.
The commercial leasing practice at Sklar Kirsh combines an understanding of regional real estate markets, economic conditions and business needs with the practical ability to help clients define and achieve their objectives in a given transaction. We work with clients to identify and take advantage of the market conditions that support the business goals of our clients. At the same time, we look beyond the details of the immediate lease agreement to help clients plan for risk, expansion, assignment, renewal, adjustment and other considerations that can make a given set of lease terms right for their situation.
Our client list includes developers, insurance companies, pension funds, REITs, private investment companies and real estate development firms engaging in every type of office, retail and industrial lease transaction.
With this knowledge and practical experience, our attorneys successfully address the many complex details in lease transactions while crafting solutions that support the overall business objectives of our clients.

Commercial Leasing

Sklar Kirsh’s construction practice brings a cost-conscious, practical approach to construction matters. Our experienced construction attorneys include trained and former land developers and civil and structural engineers, who possess on-the-ground experience and understanding of the day-to-day workings of the construction business in addition to the relevant legal issues. We represent owners, developers, general contractors, subcontractors and other participants in the construction industry in all phases of the construction process.  We have worked with clients from coast to coast on a wide variety of projects, including master planned communities, large single family residences, museums, office buildings, retail stores and shopping centers.
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Sklar Kirsh frequently represents clients in negotiating and drafting construction contracts, including language relating to progress and final payments, project closeout and warranty provisions. During contract negotiations, we understand the need to negotiate a reasonable contract while maintaining a good working relationship with the other contracting parties.
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Construction

Sklar Kirsh provides comprehensive legal services to institutional and non-institutional lenders, real estate funds, individual investors, and family offices with respect to a wide array of real estate financings. We advise our clients on the structuring, negotiating and closing of financing transactions involving CMBS lending, senior mortgage financings, construction financings, Fannie Mae and Freddie Mac multifamily loan programs, loan syndications and loan participations, subordinated debt and mezzanine lending.
Our real estate finance attorneys are well-versed in navigating sophisticated commercial real estate transactions in all sectors in and outside of Southern California. We also have significant experience representing borrowers and lenders in restructuring, workout and defeasance transactions.
Our depth of knowledge and experience allows us to successfully handle complex transactions and deliver legal services of the highest quality to our clients without losing sight of practical considerations.

Financings

Sklar Kirsh attorneys have significant experience forming real estate funds, ranging from straightforward limited partnerships to open-ended, variable-priced, redeemable structures. Our clients include real estate investment fund managers raising and deploying capital, varying from first time fund sponsors to established global, industry leaders involved in the real estate investment management business. We are intimately familiar with core, core plus, value-add and opportunistic investment objectives with all asset classes, such as hospitality, office, retail, senior housing/assisted living, residential, multifamily, industrial and infrastructure; with debt and equity investing; and with global investment strategies. Our market presence allows us to assist clients considering various capitalization strategies and the relative market terms applicable to such strategies.
Because of the diversity of real estate as an asset class and the tax issues applicable to institutional real estate investors, real estate funds tend to be complex. Our objective, however, is to structure each fund as simply as possible to allow the sponsor to execute the fund’s business strategy while accommodating the tax and other legal issues relevant to the limited partners and the sponsor.
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Fund Formation

In today’s world of complex real estate transactions, joint ventures are a common vehicle for blending development expertise and local knowledge with capital sources. These capital sources include institutional private equity funds, public funds, family offices, high-net worth individuals and tax-exempt investors, including retirement funds and sovereign funds. The lawyers at Sklar Kirsh have extensive experience in the formation of joint ventures, representing both sponsors/operators and capital sources in connection with the acquisition, development and financing of all types of real estate products, including multi-family, office, hospitality, medical, retail, mixed use, special venues and land development. Additionally, our extensive experience covers the formation of joint ventures as separate legal entities as well as the programmatic joint ventures and strategic alliances operated through complex contractual arrangements with multi-party strategic investments.

Joint Ventures

Sklar Kirsh advises investors, funds, sponsors, developers, and operating businesses seeking to take advantage of the benefits of &#8220;Qualified Opportunity Zones&#8221; &#8212; tax incentives created by the 2017 Tax Cuts and Jobs Act.  Our team includes real estate and tax attorneys, and we have extensive experience in a wide variety of complex transactions of all types that utilize these incentives in Southern California and throughout the United States.
In connection with our work in this sector, we counsel clients in all aspects of transactions involving Qualified Opportunity Zones, including (i) the formation of Qualified Opportunity Funds (QOFs), (ii) advising on the structure and qualification requirements for QOFs, (iii) the formation of Qualified Opportunity Zone Businesses (QOZBs), (iv) compliance and structure of related party transactions, (v) joint ventures with other QOFs, and (vi) raising capital for QOFs.

Opportunity Zone Transactions

Preferred Equity

The Sklar Kirsh Real Estate Practice Group represents a wide array of institutional, entrepreneurial, and family office clients throughout the real estate life cycle involving the acquisition, financing, capital raising, leasing and ultimately the sale of all commercial and residential asset classes. In addition to providing legal services at the highest level, we have developed meaningful relationships within the capital markets and have successfully introduced our clients to both equity and financing sources for the capitalization of their projects.
While structuring real estate transactions, our attorneys have the legal knowledge, business acumen and capital market connections to provide superior legal counsel and business advice to our clients.

Real Estate

Sklar Kirsh’s corporate attorneys regularly counsel our clients in connection with pre-litigation strategy and in negotiating and resolving complex business disputes. We assist clients in connection with partnership disputes, reorganizations, splits and dissolutions, employee/employer separations and a wide range of general commercial contract claims. When a dispute cannot be resolved, our litigation department is able to seamlessly step in and further the matter toward resolution, whether through settlement, arbitration, or the courts.

Commercial Disputes

Sklar Kirsh’s Debt Finance Practice focuses on the representation of lenders and borrowers in structuring, negotiating and documenting loan transactions, including syndicated secured and unsecured senior credit facilities, subordinated facilities, asset based loans, convertible note offerings, leveraged acquisition and recapitalization financings and venture debt. From term sheet negotiations through diligence, documentation and closing, our finance professionals are adept at advancing the momentum of the deal and driving to close.
Sklar Kirsh’s finance attorneys are also able to assist if a transaction does not work out as hoped at the closing table, having significant experience in guiding lenders and borrowers through complex restructurings and workouts, including conducting Article 9 foreclosure sales.
Our attorneys have represented a broad range of lenders, including institutional lenders, private equity funds, family offices and high net worth individuals. We also regularly represent borrowers across a wide range of industries, including advertising, alternative energy, apparel, consumer products, entertainment and media, manufacturing, medical devices, restaurants/hospitality, social media and technology.

Debt Financing

Sklar Kirsh’s corporate attorneys have substantial experience in assisting founders and investors in navigating the early-stage decisions that are critical for startups and emerging growth companies. From determining the appropriate form of entity and jurisdiction of formation, formulating IP strategies and advising on employment matters, to structuring and documenting seed investments, venture capital financings and complex equity and governance agreements, we work closely with our clients to articulate and reflect optimal structures and outcomes to meet both immediate business needs as well as long-term strategic goals. The decisions made at formation have critical implications for success, including providing a pragmatic structure for future capital raising and the path toward a desired exit strategy. Sklar Kirsh attorneys have experience guiding startups and emerging ventures through each important milestone.

Emerging Growth Matters

Sklar Kirsh’s corporate attorneys advise both employers and executives in connection with structuring and documenting complex executive employment agreements and separation arrangements. Our team possesses a deep understanding of what is market in terms of severance, change of control and other often negotiated terms and is well versed in all manner of incentive compensation, including stock options, partnership equity/profits interest grants, and change of control and performance-based bonuses. We also regularly counsel employers in the implementation of deferred compensation plans, including navigating the complicated landscape of Section 409A of the Internal Revenue Code.

Executive Compensation

Sklar Kirsh’s Family Office practice focuses on the multi-disciplinary needs of high net worth families.  Our Corporate practice assists Family Offices with investments in private equity funds and other investment vehicles, acquisitions and dispositions of operating businesses, and succession planning.  Within our Real Estate practice, we advise Family Offices with all manner of complex real estate investments, acquisitions, and financing transactions.  In addition, our Litigation practice provides Family Offices with practical strategies to resolve disputes within the family and/or with third parties and, when necessary, aggressively litigates those cases to judgment.

Family Offices

As mergers and acquisitions counsel, Sklar Kirsh represents domestic and international purchasers and sellers, primarily in the middle-market arena. We advise our clients from the pre-acquisition stages of the company life-cycle through due diligence, preliminary agreements such as letters of intent, negotiation and documentation of the definitive agreements for the transaction, retention of key personnel, satisfaction of closing conditions and post-transaction implementation. We work closely with our client’s accountants, investment bankers, wealth managers, estate planners and other advisors to integrate the M&amp;A transaction into the broader fabric of the client’s goals and planning. Following a sale transaction, we frequently continue to advise our clients on the structuring and investment of their proceeds.
We are particularly focused on delivering an organized, value-driven and efficient process that enables the transaction to close on time and on target, while minimizing interruption to operations. Our sell-side clients, ranging from entrepreneurs and family-owned businesses to private equity funds and other financial sponsors, respect and benefit from our ability to maximize and preserve value through careful structuring of sensible limitations on representations and warranties and post-closing indemnification risks. On the buy side, we represent operating companies seeking to grow market share by consolidation with competitors or to enhance their position by acquiring strategic targets in their supply or distribution chains, as well as entrepreneurs, private equity funds and other financial buyers looking for an entry point into a desired industry or region.
Our M&amp;A attorneys are seasoned professionals with the necessary experience and skill to manage the full range of M&amp;A transactions. We have executed transactions across a diverse range of industries, including aerospace, apparel, consumer products, entertainment and media, financial services, manufacturing, medical devices, pharmaceutical, professional services, restaurants/hospitality, social media and technology, and transportation and logistics.

Mergers & Acquisitions

Sklar Kirsh’s Corporate Practice routinely advise clients in connection with equity finance transactions as well as forming strategic alliances and joint ventures between businesses in a wide range of industries, including development and co-financing deals, marketing and distribution arrangements and supply chain partnerships. We have deep expertise in structuring long-term business ventures as well as relationships designed to address specific business needs over a defined period of time. The goals of the client and the nature of the relationship are the drivers of both structure and agreements. Our experience has shown that careful attention to the unique circumstances of each business venture is the key to creating structures that are flexible enough to respond to changing business realities while giving the parties a platform to resolve differences successfully.

Partnerships, Equity Financings & Joint Ventures

The Sklar Kirsh Corporate Practice Group is a full-service corporate department serving clients across a wide range of industries, primarily focused on the middle-market. The Corporate Practice Group provides the expertise and depth of a large firm while delivering the value and service level of a boutique law firm. Whether handling a complex transaction or serving as outside general counsel, the Sklar Kirsh Corporate Group maintains a single objective – to be the preeminent boutique corporate law department in Los Angeles.
Our clients range from closely held businesses to public companies, family offices, private investors and commercial lenders, and operate in a broad array of industries, including advertising, alternative energy, apparel, consumer products, entertainment and media, manufacturing, medical devices, restaurants/hospitality, social media and technology. With deep experience in each of these areas, our team is able to provide creative, practical advice and an impeccable level of service while counseling our clients through the entire life cycle of their businesses, from formation to disposition.

Practice Areas