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David Frankel – Over 30 Years Of Transactional Experience:

Startup, Outside General and Regulatory Counsel

Startup counsel to various startups including: data mining, video technology software company, music technology software company, social network technology software company, and cannabis companies.

Business counsel to small businesses in various industries: wholesale seafood company, classic car export company, software engineering company, biofuel technology company, independent film production company, eco-fashion clothing company, nonprofit childrens theatre, nonprofit environmental organizations and federally recognized tribes.

Cannabis Related: Startup, Outside General and Regulatory Counsel

  • Startup, chief legal officer, and regulatory counsel for multistate operation (MSO) based in Las Vegas, Nevada and Oregon City, Oregon.
  • Startup, outside general, and regulatory counsel for licensed cultivators, manufacturers and distributors, in Humboldt, California.
  • Startup, outside general, and regulatory counsel for licensed multipurpose facility, in Santa Barbara, California.
  • Startup, outside general, and regulatory counsel for outdoor licensed cultivators, in Humboldt County and Trinity County, California.
  • Startup, outside general, and regulatory counsel for indoor licensed cultivators, in Colusa and Sacramento, California.
  • Startup, outside general, and regulatory counsel for licensed retailers, in Sacramento and Palm Springs, California.
  • Startup, outside general, and regulatory counsel for licensed manufacturer, in Long Beach, California.
  • Startup, outside general, and regulatory counsel for outdoor licensed cultivators, in Humboldt County and Trinity County, California.
  • Startup, outside general, and regulatory counsel for licensed hemp/CBD multistate operation (MSO) based in Las Vegas, Nevada and Colorado Springs, Colorado.
  • Corporate and regulatory counsel for corporate restructurings of licensed cannabis companies with pre-legalization issues.
  • Regulatory and contract counsel for hemp/CBD brokerage, in California.
  • Prepare contracts for licensed commercial transactions involving hemp, medical and/or recreational cannabis, in cannabis and hemp legal states including California.

Strategic Legal Advisor

  • Board takeover of off-shore publicly traded online gaming company by shareholder proxy, in Bahamas, New York and London.
  • Injunction on director of failed savings and loan imposing a constructive trust and receiver on proceeds of breaches of fiduciary duties and illegal self-dealing, in Beverly Hills, California.
  • Strategic advisor and legal counsel (and former Board director) of Vote Hemp and Hemp Industries Association 2000-2003, including with respect to HIA v DEA I and HIA v DEA II.
  • Strategic legal advisor to cannabis business park, in Humboldt, California.
  • Strategic legal advisor to non-California investors in licensed California cannabis businesses.
  • Strategic legal advisor to landlords and tenants of California commercial real estate.
  • Strategic legal advisor to elected California county supervisor related to conflicts of interest and California Fair Political Practices Act issues, in Northern California.
  • Strategic legal advisor to motivational author and speaker couple in the health and diet field, in Northern California.
  • Strategic legal advisor to serial entrepreneurs in founding, financing and exiting startups, in Northern California.
  • Strategic legal advisor and outside general counsel for new public company acquiring licensed cannabis operators in multiple states, in United States and Canada.
  • Strategic legal advisor to Hemp Industries Association and Votehemp, Inc., 1999-2005.
  • Strategic legal advisor to international human rights NGO with operations in Afghanistan, Iraq and Washington, D.C., 2005-2007.

Minority/Majority Shareholder ( & LLC Member) Counsel

  • Counsel to 50% owner in owner deadlock dispute and transactional resolution, in Trinity County, California.
  • Majority shareholder counsel in shareholder dispute and transactional resolution, in Sacramento, California.
  • Minority LLC member counsel in LLC agreement deadlock dispute, in San Diego, California.
  • Startup counsel in shareholders agreement with co-founder minority shareholder of internet company, in San Francisco, California.
  • Minority shareholder counsel in sale of minority interest to other shareholders, in Los Angeles, California.
  • Minority shareholder counsel in dispute with other shareholder of technology and manufacturing company, in Los Angeles, California.
  • Shareholder negotiations and agreement for equipment leasing company, San Francisco, California.
  • Strategic advisor and legal counsel in connection with NAFTA claim by licensed Canadian hemp company against the United States of America under NAFTA Chapter 11, in Ottawa, Canada and Washington, D.C., USA.
  • Strategic advisor and counsel in connection with second round investment in licensed Canadian hemp company by U.K. billionaire investor, Ontario, Canada and London, U.K.
  • Strategic advisor, counsel and partner in forestry consulting and carbon credit project in California Redwoods, Mendocino and Humboldt Counties, California.
  • Shareholder dispute resolution, negotiations and documentation of settlement, in California.

Investors/Lenders Counsel

  • Investor counsel for billionaire investor in education startup for digital media arts and business counsel for education startup, in Emeryville, California.
  • Investor counsel in licensing and investment deal involving environmental shoe company, in Portland, Oregon.
  • Investor counsel for high net worth individuals and celebrities concerning various proposed investments, license deals and projects.
  • Lender and foreclosure counsel for small business loan to aircraft tourism company, in California and Utah.
  • Cross-border US to Canada investment in a licensed hemp agriculture and manufacturing company, in Ontario Canada.
  • Investor and lender counsel for real estate and licensed cultivation, in Humboldt, California.

Partnerships & Joint Ventures

  • Lead counsel for environmental venture capital company in connection with non-wood paper research and intellectual property project, in North Carolina.
  • Lead counsel for celebrity endorsed hempmilk consumer product project, in Portland, Oregon.
  • Lead counsel for technology license and startup company involving sewage biodigestion technology company, in Atlanta, Georgia.
  • Joint venture of two nonprofit mutual benefit homeowner associations and purchase of real property, Lake Tahoe, California.
  • Partnership agreement for endoscopy medical group, Northern California.
  • Joint venture for licensed Canadian hemp seed breeding, in Ontario, Canada.
  • Joint venture counsel for venture capital firm in connection with nonwood paper project, in Manitoba, Canada.
  • Counsel in corporate reorganization of real estate company involving over 100 interlocking real estate and investment partnerships, in San Francisco, California.
  • Joint venture counsel in 50/50 joint ventures, in California.
  • Partnership dispute resolution, negotiations and documentation of settlement, in California.
  • LLC counsel for internal company reorganization involving partnership and minority/majority issues, in Portland, Oregon.

Seller’s Counsel

  • Seller’s counsel in sale of licensed distributor/manufacturer to public company, in Humboldt County, California.
  • Seller’s counsel in sale of medical equipment (prosthetics) company, Northern California.
  • Seller’s counsel in sale of digital media platform and engineering company to large public Silicon Valley company, in Sunnyvale, California.
  • Seller’s counsel in sale of licensed cultivator to Canadian public company, in Portland, Oregon.
  • Seller’s counsel in sale of licensed hemp company to Canadian private company, in Portland, Oregon.
  • Seller’s counsel in sale of chain of licensed dispensaries to US private company, in Portland, Oregon.
  • Seller’s counsel in sale of licensed manufacturer to Canadian public company, in Southern California.
  • Seller’s counsel in sale of licensed manufacturer to Canadian public company, in Humboldt, California.

Buyer’s Counsel

  • Buyer’s counsel in purchase of several cannabis companies in California and Oregon, estimated value over $50 million.
  • Buyer’s counsel in purchase of Hong Kong and British Virgin Islands subsidiaries in technology and software acquisition, in San Francisco, California.
  • Buyer’s counsel concerning investment in licensed Canadian hemp producer, in Ontario, Canada.
  • Buyer’s counsel to environmental venture capital firm in connection with purchase of native american grown hemp crop, in Manderson, South Dakota, at Pine Ridge Indian Reservation.
  • Buyer’s counsel to land company in connection with purchase of real estate and gold mine, in Trinity County, California.
  • Hostile takeover of a California savings and loan association; related stock purchases and tender offer and regulatory matters, merger and related litigation, in San Francisco, California.
  • Buyer’s counsel in purchase affiliated group of fireworks companies, in Kansas and Louisiana.
  • Buyer’s counsel in purchase of agriculture facility, in Nebraska.
  • Buyer’s counsel in purchase of rice growing and processing facility, Northern California.
  • Buyer’s counsel in purchase of commercial and agricultural property for licensed cultivation, in Northern California.

Securities Law Counsel

  • Seed stage and small offerings of SAFEs, Convertible Notes, LLC Units and Corporate Stock, usually under $1,000,000, for various businesses, in California.
  • Special counsel in connection with California Commissioner of Securities Regulation enforcement subpoena on penny stock public company.
  • Corporate and securities counsel in stock offering of environmental paper company, in Eugene, Oregon.
  • SEC governed debt tender offer for indentured debt securities issued by real estate limited partnership as part of hotel sale, in New Mexico.
  • Private Placement for adventure sports equipment manufacturer and real estate purchase of new headquarters, in California and Utah.
  • Corporate and securities counsel for private placement and subsequent purchase of self-storage business, Northern California
  • Secondary public offering of NASDAQ listed biotech company, Cambridge, Massachusetts.

Executive Employment Contracts

  • Executive employee counsel with respect to senior executive employment agreements, in San Francisco and Silicon Valley, California.
  • Employer counsel with respect to senior executive employment agreements, in California and in connection with role as Seller’s counsel in company sales.
  • Company counsel in senior executive and CEO employment terminations including negotiation of severance arrangements.

Representative Matters by Decades 1990-2020

1990-1999

  • Startup counsel in loan restructuring with seed stage off-shore convertible debtholders of fashion designer, in San Francisco, California.
  • Regulatory counsel for state chartered bank concerning fiduciary duties and conflicts of interest under banking regulations, in Orange County, California.
  • Startup counsel to technology and software data communications company, in Baltimore, Maryland.
  • Counsel to large Silicon Valley technology company concerning intellectual property licensing contracts, in San Jose, California.
  • General counsel and partner of environmental and hemp venture capital firm founded by celebrity actor/activist, in Los Angeles, California.
  • Counsel to hemp industry association and hemp companies in connection with federal actions, in Washington D.C. and Toronto, Canada.

2000-2009

  • General counsel and partner of environmental and hemp venture capital firm founded by celebrity actor/activist, in Los Angeles, California.
  • Outside general counsel to gourmet raw food restaurant group, California and Missouri.
  • Startup and outside general counsel to digital media platform and represented parties in shareholder negotiations and sale of the company to large public company for cash and executive employment contracts, in Mountain View, California.
  • Counsel to numerous medical cannabis patient collectives in California.
  • Counsel to numerous family businesses.

2010-2020

  • Startup and outside general counsel for international news related mobile application software company based in Sunnyvale, California.
  • Startup counsel to US cannabis related non-plant touching mobile application software company, in California and India.
  • Corporate counsel in consolidation of off-shore subsidiaries and dissolution of Hong Kong and British Virgin Islands companies, in San Francisco, California.
  • Corporate and regulatory counsel for numerous medical cannabis patient collectives and numerous licensed cannabis companies in California and Oregon.
  • Chief Legal Officer of multi-state operator (MSO) based in Nevada and Oregon.