Steven M. Egesdal

Represented family-held business entities in creating ownership and operational structures to meet control and estate planning objectives with limited liability. Since the LLC Act was enacted in 1997, has helped to organize more than 100 Hawaii and Delaware LLCs and LLPs, and to convert Hawaii and foreign general or limited partnerships into Hawaii LLCs or Delaware LLCs (or LLPs).

Represented company selling properties with a condominium hotel with securities issues; represented several companies raising capital for land development on Maui and the Big Island (Regulation D offerings); represented start-up on Maui developing canine cancer treatment with private offering represented hi-tech aqua-culture firm on Maui; represented company developing Hawai`i's first electronic newspaper with private placement to raise funds (Regulation D offering); represented entrepreneurs in organizing Hawai`i LLC and raising over $13 million in venture capital for hi tech fishing enterprise (Regulation D offering); represented Hawai`i e-commerce company in restructuring as Delaware corporation and raising private placement funds; represented entrepreneurs developing Internet security software to organize as Delaware corporation and raise capital (Regulation D offering).

Represented buyers or sellers of stock, partnership interests, membership interests, or assets of entities involved in such diverse businesses as banking, land development companies, macadamia nut processor, automobile dealerships, clothing manufacturing, crane and rigging operation, dental supply distribution, bottled water, foreign language school, resort hotel, and pharmacies.

Represented majority and minority shareholders of closely held corporations in disputes involving majority shareholders' compensation, pursuit of corporate opportunities, rejection of acquisition offers, disputes over buy-sell provisions, control issues, cumulative voting for directors and similar matters.

Represented large private testamentary trusts in termination planning and design of post-termination structure and in drafting operating agreements for LLC used as termination vehicle for beneficiaries. Represented large testamentary trust in forming LLC to purchase property in Canada as part of its diversification of assets. Represented large testamentary trust against charges by the Internal Revenue Service alleging under valuation of property.

Provided SEC advice on acquisitions, periodic reporting, disclosure obligations, securities registration, intrastate offerings, and private placements, restricted securities, going private transactions, the Hawaii Control Share Acquisition Act, and takeover defenses.

Represented business entities in obtaining no action letter from the Hawaii securities commission concerning various registration issues under Hawaii securities law.

Represented clients in advising on federal and state franchise law, including drafting a Franchise Agreement and Federal Disclosure Document for a fast food restaurant, helping to extricate Hawai`i franchises from bad franchise situations, and helping clients to organize as Hawaii business entities to operate franchises in Hawaii;; represented Hawaii entrepreneurs launching franchises outside of Hawaii.

Represented Hawaii bank holding company in federal and state security and corporate issues concerning a tender offer and going private transaction effected through a reverse stock split.