Phoenix, Arizona 85004
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Business Organizations and Commercial Transactions
We Are With You For The Long Haul
Chris Womack has represented many of the same clients for over a decade effectively serving as outside general counsel. When new management took over the reins at an Arizona based company and determined that new legal counsel was needed, they were referred to Chris. Company management soon mapped out a strategic growth plan which included identification of select target companies for acquisitions. Once the first target was identified, Chris was brought in and went to work, going from letter of intent to a successful closing right on schedule. That acquisition was followed by a string of others, with the most recent deal closing in 2011. Ten years later, the company has over 500 employees and does business in over fifteen states, and Chris continues as their corporate counsel today.
When You Need Answers Fast, We Move Quickly
A local public company was ready to prepare documents for its first meeting of shareholders. It asked its law firm to assist it in preparing its annual report on Form 10-K and its initial proxy statement. It soon became apparent to the company that it was not getting the amount of attention and help from its regular law firm that the company needed in order to get both of the projects timely completed and filed with the Securities and Exchange Commission, and it had not seen a draft proxy statement four weeks after it had asked for a draft. At that point, the company’s CFO called Joe Richardson and asked if Gammage & Burnham could assist the company in preparing the proxy statement for its annual meeting of shareholders. Joe and Michael Gillette, a senior corporate associate, jumped on the project and furnished the initial draft proxy statement and related materials to the client within a week. The rapid response gave the client a several weeks head start on preparation of the meeting documents as compared to what the client had been anticipating. The end result for the client was a set of year-end reporting documents that were timely filed with the SEC and an annual meeting proxy statement and related materials that clearly communicated management’s and the Board of Directors’ message to the shareholders, and a shareholders meeting that ran smoothly with ample time for planning and preparation.
The Right Counsel to Get Your Deal Done Right the First Time
Pat Nolan has been my attorney for far more years that either of us would likely want to admit. I seldom do anything without her involvement. Once though, I did. I invested in a pair of affiliated limited liability companies that another member’s lawyer was organizing. After awhile, I sensed that something just was wrong with how the deal was working.
I asked Pat to review all the documents and her analysis highlighted so many things that had been mis-prepared and ill thought through. I had to call a meeting of all the members of the two companies to let Pat explain what the documents actually said as compared to what we all thought the deal was supposed to be. We ended up having Pat completely reorganize everything — from the two companies’ operating agreements and articles of organization to the documents by which one of the companies had loaned money to an unrelated operating business. My partners couldn’t have been more pleased.
Pat was professional throughout the process and, though it cost the companies to have Pat re-document everything, the deal turned out very well — once it started working as we thought it was supposed to. Sadly, I understand that the first lawyer involved was sued over the deal (and some others as well) and, I think, left the practice of law in Arizona. But I’ve never occasion to regret Pat’s involvement.
Pat and the other lawyers at Gammage & Burnham take the time to understand whatever they are involved with and are thorough in their documentation. I would recommend them to anyone.
ELECTIONS, GOVERNMENT AND PUBLIC AFFAIRS
A Winning Outcome In Spite of Years of Non Compliance
Lisa Hauser has substantial experience in assisting government clients comply with Section 5 of the Voting Rights Act of 1965, as amended, and its corresponding regulations. Section 5 requires that jurisdictions receive preclearance by the Voting Section, Civil Rights Division, United States Department of Justice, before implementing any voting change. In 2010, the Pinal County Community College District discovered that its existing districts had never received preclearance. On further examination, the District learned that none of its district maps adopted since the early 1970s had ever been submitted to the Department of Justice. Lisa worked with the District and the Department of Justice to resolve more than three decades of unprecleared maps. As a result of her efforts, the District was able to successfully resolve 30 years of non-compliance without any sanction or legal action by the Department of Justice.
Laying the Ground Work for Success in Redistricting Litigation
From 2001 – 2009, Lisa Hauser was co-counsel for the inaugural Arizona Independent Redistricting Commission in defending multiple challenges to the new legislative and congressional districts. These cases were significant due to their statewide importance, complexity and the massive record created by the Commission (resulting in more than 5,000 trial exhibits). Most importantly, Arizona’s constitutional provisions governing redistricting were interpreted by the courts for the first time. Through pretrial motions, six weeks of trial, multiple trips to the Arizona Court of Appeals, the Arizona Supreme Court, and federal court, Lisa and her team led the Commission to victory against half a dozen opposing parties. These victories are reported in nine published decisions. These triumphs were due to more than Lisa’s skill as a trial attorney and appellate advocate. From the moment she was hired by the Commission in 2001, she was tasked with interpreting the new constitutional provisions governing the redistricting process and advising the Commission accordingly. By anticipating a myriad of legal issues and giving sound advice, her client prevailed in the litigation that inevitably follows redistricting.
Successful Estate Planning is a Win Win
Clients want the best of all worlds: aggressive tax planning that yields optimum tax advantages but with assurance that their plan will not be the topic of discussion within the Internal Review Service or wind up on the docket of the United States Tax Court.
Estate planning clients are often torn between the desire to remove assets from their estates to avoid or minimize estate tax exposure, yet extremely reluctant to release control over assets. There is further reticence to place readily available funds in the hands of the younger generation who are perceived to be ill-equipped to handle substantial wealth, especially in the face of high divorce rates and a very litigious society. These seemingly contradictory goals were the concern a client with 5 daughters, none of whom were suitable candidates to take over his business.
We created a Family Limited Partnership (FLP) for this client to facilitate a substantial transfer of wealth. Utilizing valuation techniques that allowed discounting in valuations to leverage annual exclusions and lifetime exemptions for gift and estate tax purposes, the client, over 10 years, was able to shift more than 80% of the value of the assets to his daughters. However, the FLP allowed the client to continue to control assets for investment purposes and control the distribution of funds to his daughters before they had the tools and resources to deal with increased wealth. The FLP was the perfect vehicle to allow the client’s investment assets to build up over time and enabled his daughters to gain experience in handling such assets. The FLP not only allowed for a smooth transition of wealth with minimal transfer tax costs, but provided asset protection for his daughters and virtually eliminated any concern that a subsequent divorce could upset his planning.
As a wise man once said, “luck is the residue of design.” Successful planning is neither reckless nor spur of the moment. Rather it is the consequence of careful long term planning and implementation.
A Winning Strategy Means A Winning Outcome
Success is not just a matter of having superior knowledge and experience. Success also comes from knowing how to apply that expertise from a different point of view.
When our private sector clients are involved in land use litigation, it falls into two broad categories. Usually it’s getting some sort of approval that a local government isn’t willing to give. Other times it involves resolving neighborhood opposition — either through consensual discussions or, if necessary, by crushing them.
But in recent litigation, Cameron Artigue applied his experience on behalf of the local government. A private developer in one of Arizona’s outlying counties devised a clever scheme to circumvent local zoning and subdivision laws. In essence, a master planned community was being disguised as a working “ranch.” This permitted the developer to claim that the “ranch” was exempt from local control under Arizona’s zoning enabling act. When the developer sued, Cameron took on the representation of the County. Having represented a variety of private developers over the years, Cameron knew where their vulnerabilities were and how they would approach the case.
The first step to success was removing the case to federal court, which took local politics out of the picture and ensured that the judge would have little appetite for a local zoning dispute. In coordination with his client, Cameron developed a strategy to carve up the case into a series of motions. In the end the county’s land use jurisdiction was completely vindicated. The case resulted in complete victory at minimum expense due to a potent combination of strategy and experience.
Eliminate the Competitions’ Unfair Advantage
In recent antitrust matters, Jim Craft has successfully defended businesses that were the subjects of federal and state agency investigations. He has also represented individuals and businesses that were damaged by others’ anticompetitive conduct. For example, Mr. Craft was Arizona counsel for a group that challenged a patent pool that became an unlawful agreement among competitors on licensing fees. In another, he was lead counsel for a small Arizona company that obtained a large award against a national company that had unlawfully conspired to cut off access to specialized consumer data. The data was an essential “input” for the Arizona company to provide its services to consumers. In another case, he helped to challenge restrictions imposed by the manufacturer of an imaging system. The restrictions limited others’ access to the system, making it difficult for anyone but the manufacturer or its licensees to provide maintenance services or to sell replacement parts.
When the Stakes are High, Trust the Attorneys at Gammage & Burnham
Rick Mahrle at Gammage & Burnham served as lead counsel in an arbitration governed by the AAA’s international arbitration rules. Rick represented a London-based consumer products company that had a dispute with an Arizona company that licensed its patented products to the London company to sell throughout the European Union. The dispute centered on the proper interpretation of the license agreement that had been drafted years earlier by non-lawyers. This was truly a “bet the company” type of litigation, as had the London-based company lost the arbitration, it would no longer have been allowed to sell its primary product line and undoubtedly would have closed down. The dispute involved taking depositions in London and the United States and a lengthy arbitration hearing in Arizona. The London-based company prevailed on all of its positions and was awarded more than $300,000 in attorneys’ fees.
Huge Award for Wrongfully Denied Coverage
A former Arizona public official was being sued in federal court on claims arising out of his official duties. After a devastating jury verdict was rendered against the public official, the insurance company that should have been paying the judgment and providing him with representation on appeal denied coverage, leaving the public official to pay out of his own pocket the costs of the appeal and paying off the judgment. The trial team at Gammage & Burnham, led by Rick Mahrle, filed suit against the insurance company. Following a trial, the jury found that the insurer wrongfully denied coverage. The damages and attorneys’ fees awarded exceeded $4.5 million. The insurer appealed to both the Arizona Court of Appeals and the Supreme Court, which upheld the jury’s award. With accrued interest, the public official’s judgment against the insurance company was more than $5.59 million.
Zoning and Land Use
Vibrant High-Rise Development Moves Forward With Zoning Assistance from Gammage & Burnham
Core Campus, LLC was seeking to redevelop an underutilized infill property located in downtown Tempe. The site, which adjoins Arizona State University’s Tempe campus and is located across the street from ASU Sun Devil Stadium, had accommodated a surface parking lot for several years. Core Campus was proposing to improve the Site with the construction of an 18-story high-rise building containing 423 purpose-built student housing units, 27,000 square feet of commercial space, 6,000 square feet of amenity space and 3 levels of structured parking.
To accommodate the site’s redevelopment, the zoning and land use team at Gammage & Burnham, led by Manjula Vaz, secured zoning and design entitlements for the project. The entitlement process for the project, known as The Hub on College, required extensive correspondence with ASU representatives, negotiations with City staff and the approval of Tempe’s Development Review Commission and City Council. The Project, which is now under construction, was approved by the Tempe Development Review Commission and City Council during the fall of 2011.
As a result of the vision of Core Campus and the work of our zoning and land use team, the development of a vibrant high-rise development that will increase the residential and retail mix, as well as enhance pedestrian street activity, in downtown Tempe is now occurring on an infill parcel that had been underutilized for several years.
Let Us Negotiate the Entitlements You Need to Make Your Development Match Your Vision
Wentworth Property Company, LLC was seeking to redevelop a 135 acre property located across from Arizona State University’s Research Park and along the Loop 101 Freeway corridor in Tempe. The site adjoins single-family residential neighborhoods. Wentworth was proposing to improve the site with the addition of 4 office buildings, 2 hotels, 1 flex use building and 3 retail pads ranging in height from 1 to 8 stories, plus the addition of a 3-level parking garage and parking courtyards containing a combined total of 7,600 parking spaces. The Project, which will be branded Discovery Business Campus, will consist of approximately 2.5 million square feet of building area at build-out.
To accommodate the site’s redevelopment, the zoning and land use team at Gammage & Burnham, led by Grady Gammage Jr. and Manjula Vaz, secured zoning, use and design entitlements. The entitlement process required extensive negotiations with adjoining residential neighborhoods and City staff, as well as approvals from Tempe’s Development Review Commission and City Council. The Tempe Development Review Commission and City Council approved the Project during the fall of 2011.
As a result of Wentworth’s vision and the work of the zoning and land use team, an aesthetically pleasing corporate business park and employment center designed to respect adjoining residential neighborhoods, bring additional employment opportunities to Tempe, create a recognizable place to work and stay, complement the site’s existing industrial use and ASU Research Park, and stimulate economic activity will be coming to Tempe’s Loop 101 Freeway corridor in the near future.