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Mergers and Acquisitions
Schwartz & Cera’s transactional and corporate practice group has successfully advised and represented numerous private companies in large acquisitions and corporate reorganizations, including sales of stock, sales of assets, spin-offs and mergers.  The Firm’s clients in mergers and acquisition transactions have come from varied industries, including technology and software, financial services, fashion, retail, insurance and consulting services.  The Firm routinely represents both acquiring companies and acquired companies in acquisitions, and has frequently been involved in complex multi-party acquisitions involving several steps. 

Kenneth B. Cera has been extensively involved in mergers and acquisitions throughout his entire career. Mr. Cera’s background in income taxation helps him to counsel his clients to structure their acquisitions in a tax efficient manner and to obtain the best possible financial deal for his clients.  This emphasis on tax-effective results often determines whether the transaction will be structured as a merger, sale of assets or sale of stock, and in a manner which will maximize the benefit to the client.  Mr. Cera has worked on several acquisitions of companies for values in excess of $100 million, including the successful negotiation and closing of a complicated multi-party transaction involving Kate Spade, The Neiman Marcus Group, and Liz Claiborne.

Frank J. Gilbert has represented numerous companies in mergers and acquisitions for over twelve years.  Mr. Gilbert utilizes his expertise in intellectual property matters to counsel clients and deal with complicated issues involving the transfer of copyrighted materials, software, trade secrets, trademarks, service marks and trade names that frequently arise in acquisitions.  Mr. Gilbert also applies his background in litigation to anticipate issues that may arise following the close of the transaction, and to address those issues up front in the acquisition documents. 

Venture Capital and Private Equity Investments
Schwartz & Cera has drafted and negotiated a large variety of private equity agreements, on both the company side and the investor side, with a variety of clients in industries as varied as technology and software, Internet commerce, telecommunications, fashion, retail, corrective counseling services, and consulting services.  The Firm has also counseled and represented investment banking and financial services firms involved in the placement of private equity funding for start-up companies.   

Kenneth B. Cera has represented numerous private equity investors, including the General Catalyst Venture Funds and Transnational Group Services, in providing funding, preferred equity investment, convertible loans, bridge loans and other investment vehicles to up and coming companies.  Mr. Cera has also throughout his career advised and represented start-up and emerging growth companies in obtaining financing and equity investment.

Frank J. Gilbert has represented a wide range of entrepreneurial companies at all stages of development, from initial company formation to liquidity event, including capitalization, financing and equity investment.  Mr. Gilbert has successfully advised and represented numerous private companies in corporate reorganizations, venture financings, and private placements of both common and preferred equity interests. 

Sophosticated Business and Transactional Matters
Schwartz & Cera takes a client-centered approach in providing business advice and negotiating and drafting transactional documents.  The Firm focuses on the client’s business objectives and tailors its legal advice to meet those business needs.  The Firm seeks practical solutions in reaching deals that make both business and legal sense.  The Firm’s clients in business and transactional matters include companies involved in technology and software, financial services, fashion, retail, Internet commerce, telecommunications, corrective counseling services, film and entertainment media, manufacturing, commercial and fine art, insurance and consulting services, among others.

Kenneth B. Cera specializes in all aspects of transactional law and taxation.  His practice encompasses mergers and acquisitions, venture capital and other private equity transactions, forming and organizing all types of new business entities, purchase and lease agreements for real estate, employment and executive agreements, and various intellectual property transactions.  Mr. Cera’s background in income taxation helps him to counsel his clients to structure their transactions in a tax efficient manner. Typical transactions Mr. Cera has worked on include several acquisitions of companies for values in excess of $100 million, the successful negotiation and closing of a complicated multi-party transaction involving Kate Spade, The Neiman Marcus Group, and Liz Claiborne, a large variety of private equity agreements, on both the company side and the investor side with a variety of clients including the General Catalyst Venture Funds, and a variety of intellectual property agreements from software licenses to design licenses between the well-known Japanese artist Takashi Murakami and Louis Vuitton.

Frank J. Gilbert specializes in business transactions, including license agreements, intellectual property, joint ventures, strategic alliances, private equity investment and acquisitions.  Mr. Gilbert provides advice to clients in a general counsel role on matters related to day-to-day business activities and operations, as well as representation in substantial and extraordinary business transactions.  Mr. Gilbert has drafted and negotiated hundreds of intellectual property licensing and transfer agreements, software and website development agreements, manufacturing and distribution agreements, strategic joint venture agreements, and various technology and multimedia agreements.  Mr. Gilbert has successfully advised and represented numerous private companies in large acquisitions and corporate reorganizations, including sales of stock, sales of assets and mergers.  He has also represented borrowing entities in approximately thirty loans from the Federal National Mortgage Association to finance the purchase and operation of multi-unit residential apartment buildings. 

Intellectual Property
The Firm’s intellectual property practice includes extensive experience in licensing transactions, both inbound and outbound, and intellectual property management and maintenance.  The Firm represents clients in intellectual property matters in industries as diverse as software development, Internet commerce, telecommunications, biotechnology, television, film and entertainment media, commercial and fine art, fashion and retail services, manufacturing, alcoholic beverages, overnight delivery services, recycling and consulting services.  The Firm’s litigation attorneys have experience in handling disputes involving patents, trademarks, copyrights, trade secrets and intellectual property licenses.

Kenneth B. Cera has drafted and negotiated a variety of intellectual property agreements from software licenses to design licenses between the well-known Japanese artist Takashi Murakami and Louis Vuitton.

Frank J. Gilbert has drafted and negotiated hundreds of intellectual property licensing and transfer agreements, software and website development agreements, manufacturing and distribution agreements involving intellectual property issues, strategic joint venture agreements, and various technology and multimedia agreements.  Mr. Gilbert has participated extensively in trademark applications and trademark infringement prosecution, including managing trademark matters for a large manufacturing company with over one hundred registered trademarks worldwide. 

Taxation
Founding partner Kenneth B. Cera specializes in all aspects of transactional law and taxation, including mergers and acquisitions, venture capital and other private equity transactions, forming and organizing all types of new business entities, purchase and lease agreements for real estate, employment and executive agreements, and various intellectual property transactions.  Mr. Cera’s background in income taxation helps him to counsel his clients to structure their transactions in a tax efficient manner and to attain optimal financial results.    

Internet Agreements
The Firm’s attorneys have drafted a variety of agreements involving Internet commerce, including website development agreements, online contracts, terms and conditions, privacy policies, content licenses, domain name purchase agreements, website link agreements and trademark licenses.  The Firm is knowledgeable regarding liability issues in this emerging area, and takes a business-oriented approach balancing the client’s business objectives with the risks involved in an evolving industry. 

Kenneth B. Cera and Frank J. Gilbert have extensive experience in negotiating and drafting Internet agreements and in confronting issues involved in online commerce.

Business Formation
Schwartz & Cera’s transactional group has formed and organized numerous corporations, limited liability companies and partnerships in several states throughout the nation.  The Firm’s attorneys routinely advise clients on choice of entity, capital structure, corporate governance and management issues, and executive compensation.  The Firm’s attorneys pay particular attention to the client’s business objectives and the relationships among the principals in structuring and drafting organizational documents.

Kenneth B. Cera has represented and counseled all types of new business entities in a wide variety of industries and professions.  Mr. Cera has extensive experience in the drafting and negotiation of formation documents, including LLC operating agreements, corporate buy/sell agreements and partnership agreements. 

Frank J. Gilbert advises and represents a wide range of entrepreneurial companies at all stages of development, from initial company formation to liquidity event.  Mr. Gilbert has formed, advised, and assisted with the capitalization, structure and operation of numerous corporations, limited liability companies and partnerships.  He provides advice to clients in a general counsel role on matters related to day-to-day business activities and operations, as well as representation in substantial and extraordinary business transactions. 

Employment   
Schwartz & Cera’s attorneys represent both individuals and companies in a wide variety of employment-related matters.  The Firm’s transactional group, consisting of Kenneth B. Cera and Frank J. Gilbert, routinely drafts and negotiates employment agreements and consulting agreements, and has particular expertise in executive compensation and equity issues.  The Firm’s litigation group, consisting of Douglas R. Schwartz, Petra M. Reinecke and Scott R. Lovernick (?), has represented both plaintiffs and defendants in substantial wrongful termination and employment discrimination actions, and has represented employers in wage and hours disputes.  The Firm’s attorneys have consistently achieved excellent results on behalf of their clients in employment-related matters.

Real Estate
Schwartz & Cera counsels and represents clients both in litigation and business transactions involving real estate matters.  Douglas R. Schwartz leads the litigation group, and has successfully prosecuted and defended actions involving substantial real estate transactions, property disputes, landlord-tenant matters, construction defect, toxic mold, and environmental pollution cases.  Kenneth B. Cera has led the transactional group in negotiating and documenting a large number of real estate deals, including real property acquisitions, development projects, design contracts, and construction agreements.  Mr. Cera is particularly experienced in lease issues, and has negotiated many office leases, commercial and retail leases, and industrial leases throughout the country.     

White Collar Criminal Matters
The Firm’s criminal defense practice focuses on white collar and environmental criminal defense and parallel proceedings. 

Douglas R. Schwartz has successfully represented numerous clients (both corporate and individuals) against criminal charges such as environmental pollution (both land and sea-based), fraud, bribery, bank fraud, anti-trust and securities violations.  Mr. Schwartz has appeared in numerous proceedings before the Securities & Exchange Commission and other administrative agencies, defending charges of insider trading and other corporate crimes.  He is one of the few attorneys in the United States who routinely represents shipping companies and their crew and employees in federal criminal investigations involving alleged MARPOL and APPS related conduct.  As a former state prosecutor in Virginia and assistant United States Attorney in the Virgin Islands and San Diego, Mr. Schwartz brings a unique perspective to his criminal defense practice, which provides an invaluable understanding and insight into the government’s prosecution tactics and goals.  Mr. Schwartz’ background as a prosecutor also lends significant credibility in dealing with the government prosecutors in the cases he defends, which leads to better results on behalf of his clients.

Petra M. Reinecke has handled and participated in a diverse range of criminal matters, including the defense of environmental, fraud, and insider trading prosecutions.  Ms. Reinecke has litigated many Federal trials, appeals, and petitions for certiorari to the United States Supreme Court in criminal cases.  She has argued numerous cases before the Ninth Circuit Court of Appeals and the California Courts of Appeal, and has obtained the reversal of a criminal conviction on appeal, among other favorable rulings.  Ms. Reinecke has also successfully defended clients in State court proceedings involving prosecutions for fraud, theft, and drug and alcohol related offenses.  

Environmental Crimes
The Firm has developed a strong expertise in environmental criminal defense matters, which often involve foreign and international clients.  Douglas R. Schwartz has successfully represented both corporate and individual defendants against criminal charges involving both land and sea-based environmental pollution.  He is one of the few attorneys in the United States who routinely represents shipping companies and their crew and employees in federal criminal investigations involving alleged MARPOL and APPS related conduct.  As a former state prosecutor in Virginia and assistant United States Attorney in the Virgin Islands and San Diego, Mr. Schwartz brings a unique perspective to his criminal defense practice, which provides an invaluable understanding and insight into the government’s prosecution tactics and goals.  Mr. Schwartz’ background as a prosecutor also lends significant credibility in dealing with the government prosecutors in the cases he defends, which leads to better results on behalf of his clients.

Petra M. Reinecke has handled and participated in a diverse range of criminal matters, including the defense of various environmental crimes. Ms. Reinecke is an expert in criminal investigations involving alleged MARPOL and APPS related conduct by shipping companies and their crew.  Ms. Reinecke has litigated many Federal trials, appeals, and petitions for certiorari to the United States Supreme Court in criminal cases.  She has argued numerous cases before the Ninth Circuit Court of Appeals and the California Courts of Appeal, and has obtained the reversal of a criminal conviction on appeal, among other favorable rulings. 

Scott R. Lovernick (?)
Administrative Matters

Criminal charges and convictions frequently result in concurrent administrative proceedings involving the accused, including disciplinary proceedings by professional licensing boards and proceedings before the Securities & Exchange Commission, Department of Motor Vehicles and other agencies.  The Firm’s expertise in criminal matters extends to representation before these various administrative agencies.  Both Douglas R. Schwartz and Petra M. Reinecke have successfully advised and represented clients in administrative proceedings before the Labor Commissioner, Workers Compensation Appeals Board, Alcoholic Beverage Control Board and the Department of Motor Vehicles.  With his expertise in both the civil and criminal arenas, Mr. Schwartz is uniquely suited to represent clients concurrently facing criminal prosecution and related civil and administrative proceedings.

Commercial Disputes
Schwartz & Cera represents individual and corporate clients as both plaintiffs and defendants in all types of complex commercial litigation actions, including breach of contract cases, business disputes, securities litigation, shareholder disputes, construction defect cases, business dissolutions, intellectual property disputes and wrongful termination actions.  The Firm’s attorneys pride themselves on their client-centered and creative approach to obtaining the best possible result in each dispute, whether through settlement, mediation, arbitration or trial. 

Douglas R. Schwartz is the head of the Firm’s civil litigation group.  Mr. Schwartz has achieved favorable results throughout his career in commercial disputes, including a successful legal malpractice case against a prominent local law firm, a significant recovery for a client who faced construction defect and mold issues, and a multi-million dollar federal jury verdict in Alaska on behalf of an insurance company against a prominent Washington State law firm for legal malpractice.  Mr. Schwartz also utilizes his expertise in defending clients in a diverse range of cases, including shareholders’ disputes, construction defect cases, business dissolutions, intellectual property disputes and wrongful termination actions.  

Petra M. Reinecke has over fifteen years’ experience in state and federal litigation in diverse areas, including complex commercial litigation, personal injury, employment discrimination, securities litigation, partnership dissolutions, landlord-tenant disputes, construction defects actions and collections. 

Scott R. Lovernick (?)

Business Torts
The Firm’s attorneys have extensive experience representing both plaintiffs and defendants in actions involving business torts, including unfair competition, fraud, intellectual property theft and infringement, anti-trust, employment-related claims, and bad faith insurance actions. 

Douglas R. Schwartz has focused on complex commercial litigation and white-collar criminal defense with a common nexus of fraud-related issues, and within those areas he has handled a wide range of cases.  Mr. Schwartz has achieved excellent results for both plaintiffs and defendants in civil litigation involving business torts and related business issues, including breach of contract actions, shareholders’ disputes, business dissolutions, intellectual property disputes and wrongful termination actions. 

Petra M. Reinecke has handled and participated in a diverse range of business litigation, including the defense of environmental, fraud, and insider trading prosecutions, and the prosecution of shareholder derivative, unfair competition and legal malpractice actions.  Ms. Reinecke has over fifteen years’ experience in state and federal litigation in diverse areas, including complex commercial litigation, personal injury, employment discrimination, securities litigation, partnership dissolutions, landlord-tenant disputes, construction defects actions and collections.

Scott R. Lovernick  (?)

Professional Liability/Legal Malpractice
The Firm has represented individual and corporate plaintiffs in several professional liability actions against a variety of professionals, including attorneys, ______ [any others? ]  Douglas R. Schwartz successfully prosecuted a legal malpractice case against a prominent local law firm, resulting in a very favorable settlement on behalf of the Firm’s client.   Mr. Schwartz also obtained a multi-million dollar federal jury verdict in Alaska on behalf of an insurance company against a prominent Washington State law firm for legal malpractice. 

Insurance
Schwartz & Cera has worked on behalf of both insureds and insurers in prosecuting and resolving various insurance claims as well as bad faith insurance litigation. The Firm’s attorneys are attentive to the role of insurance in commercial and personal disputes, and the potential impact that applicable insurance coverage will have on the settlement and resolution of various actions. In their representation of plaintiffs in civil litigation matters, the Firm’s attorneys focus on available insurance coverage as a means of ensuring recovery on behalf of their clients.

In their representation of defendants, the Firm’s attorneys are sensitive to their client’s insurance coverage and use every effort to resolve cases within coverage limits to avoid the personal exposure of their clients. 

Douglas R. Schwartz has been involved in numerous disputes involving insurance coverage throughout his career, including a multi-million dollar federal jury verdict in Alaska on behalf of an insurance company against a prominent Washington State law firm for legal malpractice, and several cases on behalf of insureds seeking payment of claims from insurance companies.

Maritime
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Personal Injury
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Corporate Litigation
Schwartz & Cera represents individual and corporate clients as both plaintiffs and defendants in all types of complex corporate litigation, including breach of contract cases, business disputes, securities litigation, shareholder disputes, shareholder derivative actions and business dissolutions.  The Firm’s attorneys pride themselves on their client-centered and creative approach to obtaining the best possible result in each dispute, whether though settlement, mediation, arbitration or trial. 

Douglas R. Schwartz has represented corporations, limited liability companies and partnerships in a wide variety of industries throughout the course of his career.  Mr. Schwartz is an expert in federal securities issues and has obtained favorable results in numerous business disputes and other corporate litigation cases. 

Petra M. Reinecke has over fifteen years’ experience in state and federal litigation and resolving business disputes, including complex commercial litigation, securities litigation, insider trading actions,  and corporate and partnership dissolutions.   

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