Senior Counsel Associate
Areas of Legal Practice:
- Business law
- Law of the internet and of emerging tech
- California, 1985
- University of Chicago Law School – J.D.
- Stanford University – A.B., with Distinction
- Economics and Political Science
Several Decades of Experience Representing Privately-held and Public Companies on Business Matters and Transactions
Mr. McHale brings over three decades of business transactional experience, representing both privately-held and public companies throughout their business lifecycles: formation; raising capital; negotiating and documenting investments and contracts; establishing relationships with strategic and other business partners; mergers and acquisitions; sale of businesses and assets; going public; going private; pre-litigation dispute resolution; restructurings, liquidation and dissolution.
Mr. McHale trained in corporate and securities law at a large international law firm after graduating from Stanford University and the University of Chicago Law School. Mr. McHale also previously was a shareholder at a prominent boutique law firm in Southern California representing public and private businesses and well-known individuals, with an emphasis on representation of media, communications and entertainment companies. His practice included acting as outside securities and M&A counsel to several NYSE, NASDAQ and over-the-counter publicly held companies. In recent years, Mr. McHale has represented companies across a wide variety of industries including technology companies, software companies and app developers.
Mr. McHale’s business and transactional legal practice incudes general business counseling, business formation and finance, foreign and domestic joint ventures, mergers and acquisitions (asset sales and purchases (including software/IP rights purchases), equity sales, mergers and similar combinations), private securities offerings, employment and consulting agreements, license and endorsement agreements, and negotiation and drafting of a wide variety of business agreements. Mr. McHale advises clients, including their executives and boards of directors, on business terms, strategic issues, deal structures, contract terms and contract negotiations, business relationships and management fiduciary duties.
Mr. McHale’s representative transactions include:
- Representation of a privately held electronic design automation software company in its purchase of the assets (primarily software and IP assets) of another privately held software company and in the subsequent sale of the combined company to a publicly held Fortune 500 company.
- Advising a printing company regarding the potential establishment of a national network of independent sales representatives.
- Representation of various motion picture production and entertainment companies in public equity offerings (including an initial public offering), as well as with respect to various private issuances and placements of securities (including debentures, warrants, common and preferred stock).
- Representation of a technology/internet CEO in several employment negotiations.
- Representation of a privately-held company in a reverse merger with a publicly-held special purpose acquisition company (SPAC).
- Assisted in the representation of a well-known U.S. television personality and public interest advocate in a series of endorsement agreements with technology companies and in the acquisition of related equity interests in such companies.
- Representation of a publicly-held independent entertainment company in the sale of its assets, including its film library, to a major, publicly-held motion picture studio in conjunction with a “going private” transaction.
- Representation of various private companies in (pre-litigation) settlement discussions to settle various contract, warranty, and similar claims with third party businesses.
Contract Experience Includes:
Merger Agreements (public and private; direct, triangular and reverse);
Asset Purchase and Sale Agreements (tangible and intangible assets, including IP);
Stock Purchase and Sale Agreements;
Domestic and International Joint Ventures;
Business Formation agreements and documentation, including equity issuances;
Limited Liability Company Agreements;
Letters of Intent (binding and non-binding);
Independent Contractor and Sales Representative Agreements;
Equity Incentive Agreements (stock options, restricted stock and similar arrangements);
Registration Rights Agreements;
Endorsement and Licensing Agreements;
Engagement Agreements (financial advisors and similar arrangements);
Settlement Agreements, Severance Agreements and Releases;
Industrial and Similar Equipment Purchases;
Promissory Notes, Loan Agreements and Security Arrangements;
Non-Competes and similar restrictions on competition;
Confidentiality, Non-Disclosure, Invention and Protection of Proprietary Information Agreements;
Public and Private securities offerings and periodic reports;
Internet and Tech-related agreements;
Location: Irvine, California