Areas of Practice
Lawyers in our Los Angeles office are highly experienced in handling all types of commercial litigation, including cases in such areas as contracts, real estate, environmental, toxic tort, intellectual property, government contracts, construction, securities, lender liability, franchising, products liability, class actions, and stockholder derivative suits. Our Los Angeles office includes more than two dozen litigators, many of whom have handled cases at both the trial and appellate levels in state and federal courts throughout the State of California as well as other parts of the country. Our lawyers also have represented clients before state and federal administrative agencies and have handled litigation matters abroad. Our Los Angeles lawyers are experienced in using alternative dispute resolution techniques to handle cases outside the judicial system.
Our Los Angeles litigators' recent activities include the following matters:
- Representation of The Boeing Company/McDonnell Douglas Corporation, together with lawyers from our Chicago, St. Louis, San Francisco, and Washington offices, in connection with claims arising from the U.S. government's termination of its multi-billion-dollar contract with McDonnell Douglas and General Dynamics Corporation for the development and production of the A-12 attack aircraft. This matter is the largest government contract claim in history. This case already has been the subject of several published decisions including: 35 Fed. Cl. 358 (1996), 40 Fed. Cl. 529 (1998), 50 Fed. CI. 311 (2001), 323 F.3d 1006 (2003) and currently is on remand.
- Defense of McDonnell Douglas Corporation in a seven-week trial on negligence charges arising from the catastrophic Gypsum Canyon fire in California's Orange County. Our lawyers won a judgment absolving the company of any liability for damages caused by the fire. We also represented The Boeing Company/McDonnell Douglas in commercial suits involving claims for more than several billion dollars.
- Representation of ITT Commercial Finance Corp., ITT Corp., and related entities and individuals (including ITT's chairman and directors) in a major lender liability suit filed by 156 plaintiffs. Our lawyers obtained the dismissal of this suit (which had sought $1.3 billion in damages) and a judgment of $1.4 million on counterclaims for the defendants. We persuaded the U.S. Court of Appeals for the Ninth Circuit to uphold these judgments; the U.S. Supreme Court denied certiorari.
- Representation of two individuals in obtaining a jury verdict for $5.4 million and a finding for punitive damages (settled for a confidential amount) against a major corporation in a theft-of-an-idea case.
- Representation of Enterprise Rent-A-Car Company, the nation's largest rental car company, in litigation challenging the company's collision damage waiver. Class certification was denied at the trial level and on appeal, and the underlying case was dismissed.
- Representation of The Irvine Company in obtaining injunctions against infringement of its trademarks.
- Representation of The May Department Stores Company, Homer Laughlin China Co., and others in trade dress litigation.
- Representation of Prudential Real Estate Affiliates, Inc. in unfair competition, antitrust and RICO litigation.
- Representation of clients such as Prudential Insurance Company of America, Citicorp, JMB Realty, 3M, and VMS Realty Partners in various types of litigation involving real property and environmental contamination.
- Representation of Sumitomo Construction Co. in a massive design and construction defect case.
- Service as a dispute resolution neutral (arbitrator or mediator) in a wide variety of real estate, construction, and corporate matters.
Sonnenschein's Los Angeles office includes 10 lawyers with broad experience in corporate and real estate matters. Our corporate and real estate capabilities in Los Angeles are complemented by Sonnenschein's extensive national resources in these practice areas; on an ongoing basis, our Los Angeles real estate and corporate lawyers work with their counterparts in other Sonnenschein offices on matters both in California and throughout the country.
Our Los Angeles real estate lawyers represent lenders, developers, investors, property owners, tenants, and other participants in a full spectrum of real estate transactions, including financings and workouts, developments, joint ventures, acquisitions and sales, leases, and contracting and environmental matters. A special feature of our real estate practice, nationally and in Los Angeles, is our lawyers' thorough familiarity with all phases of real estate projects, from feasibility evaluations and consultant agreements through acquisition, entitlement, equity and debt financing, construction, leasing, management, and disposition. Our lawyers also are highly experienced in dealing with the legal and practical issues related to virtually every type of real estate, including, for example, office buildings, hotels and resorts, shopping centers, industrial developments, and residential projects, and with international investors and lenders.
Our lawyers also have been active in representing lenders in originating various types of loans and related products, including land acquisition, construction and take out financing. They also have worked extensively on restructuring underperforming loans, as well as note sales, foreclosures, acquisitions by deed in lieu of foreclosure, and dispositions of REO.
On the corporate side, Sonnenschein's Los Angeles office includes lawyers who are experienced in acquisitions, commercial finance matters (including tax-exempt financings), start up and emerging growth companies, venture capital financing, public offerings, and general corporate counseling. Our clients in Los Angeles have included companies in industries such as retail distribution, mortgage banking, e-business and high technology manufacturing. We have represented a number of privately-held businesses, including start-up companies, as well as publicly-held corporations.
The recent activities of our Los Angeles-based real estate, corporate and construction lawyers include the following:
- Representation of a major European financial institution in a variety of financing matters, including construction and term loans for hotel, commercial and multi-family residential projects across the United States.
- Representation of a major California-based banking institution in the restructuring of real estate loans involving diverse projects, including shopping centers, office buildings, hotels, multi-family and single family residential projects, undeveloped land, and mixed-use projects. We also represented this client in connection with numerous real estate acquisitions, including raw land, commercial office buildings, mixed-use projects, and other properties, through foreclosures or deeds-in-lieu of foreclosures, as well as in connection with equity investments in low income housing tax credit projects.
- Representation of CIBC Inc. and CIBC Oppenheimer Corp. in various real estate loan transactions, including financings in California and Washington.
- Representation of Banker's Trust (now Deutsche Bank) in the construction financing of a major office building.
- Representation of Imperial Credit Commercial Mortgage Investment Corp. in an IPO in excess of $500,000,000, and general ongoing corporate and real estate representation of this REIT.
- Representation of Franchise Finance Corporation of America in numerous financings secured by multiple locations of restaurants and convenience stores.
- Representation of Rothbart Development Company and affiliated entities, in cooperation with Wal-Mart on the development of "power centers" throughout Southern California anchored by Wal-Mart stores including the sale and contribution of a 62-acre site in Oxnard to a single purpose limited partnership for the successful development of a 500,000 square foot power center, now open and anchored by Wal-Mart and Sam's Wholesale Club stores.
- Representation of tenants in Los Angeles, such as Simon Marketing, Inc., Royal Bank of Canada, and Preferred Bank, in connection with the negotiation and drafting of leases or lease restructurings with various building owners. We also have represented diverse tenants in lease disputes and have handled similar work on behalf of property owners, for whom we also have handled numerous lease and lease restructuring matters involving shopping centers, office buildings, restaurants, and other properties.
- Representation of companies in the purchase and sale of corporations and other business enterprises such as a California high-tech company in the sale of its assets to a European subsidiary of the German conglomerate, Hoechst A.G. We have also represented a wide variety of corporate clients, such as Beckman Industrial Corporation, in general business matters.
- Representation of a major insurance company in financing, in one transaction, the acquisition of four operating hotels in Monterey, California and one in Laguna Beach, California.
- Representation of a consortium of U.S. and foreign banks in foreclosure and subsequent sale of one of the largest office buildings on the West Coast.
- Representation of various lenders, including Wells Fargo Bank and General Electric Credit Corporation in making construction loans throughout the United States for multi-family residential projects involving low income housing tax credits and/or tax exempt bonds; and the representation of some of these clients and others, including Union Bank of California, in making equity investments in projects of this type.
- Representation of Merrill Lynch on construction transactional and dispute matters.
Sonnenschein has a significant international business and trade practice. We regularly advise and counsel U.S. and foreign clients in entering foreign or U.S. markets and in ongoing activities thereafter, including working with foreign counsel, if necessary. Some of our work for such clients involves advising them on export rules and regulations; merger and acquisition advice; corporate formation, maintenance, and on-going counseling; trade legislation; and immigration help.
Many of our attorneys possess foreign language capabilities as well as extensive experience in doing business abroad and in foreign cultures.
Our recent work on international business and trade matters includes the following:
- Representation of U.S. and foreign corporations on a variety of general business transactions, including acquisitions, dispositions, combinations and restructurings.
- Advise U.S. companies on international joint ventures and matters abroad and advise foreign individuals and entities contemplating or doing business in the U.S.
- Extensive expertise working on trademark, patent protection and licensing matters for U.S. and international clients.
- Advise companies on their international operations and interface with the U.S. government on technology transfer and regulatory matters.
- Representation of foreign companies in connection with a variety of U.S. corporate, litigation and employment matters.
- Extensive experience working with foreign counsel in connection with a variety of international matters.
- Representation of foreign companies in a variety of real estate acquisitions.
Sonnenschein has a significant practice in California involving insolvency and related matters, including bankruptcy cases and counseling for structuring transactions and loan workouts outside of bankruptcy. Our lawyers have handled significant matters on behalf of individual creditors (including institutional lenders and investors as well as unsecured creditors), creditor committees, debtors, and trustees. We have assisted clients in drafting and negotiating Chapter 11 plans as well as in other bankruptcy court proceedings. Our lawyers have counseled institutional clients with respect to debtor-in-possession financing issues, including lending in highly regulated fields such as energy and telecommunications. In addition, we have assisted clients on matters involving bankruptcy implications relating to aircraft financing, intellectual property licenses, and the acquisition of assets from a bankrupt's estate.
Our recent work on bankruptcy and restructuring matters includes the following:
- Representation of the Trustees of the Executive Life Liquidating Trusts in connection with the liquidation of in excess of $300 million in assets pursuant to the plan of conservation in the matter of Executive Life Insurance Company, the largest insurance company insolvency case in California, including the sale in a single transaction of approximately 350 parcels of real estate located in 47 states and Puerto Rico.
- Representation of Amfac Distribution, a subsidiary of JMB Realty, as an unsecured creditor in connection with unliquidated contingent claims arising from its acquisition of real estate and other assets from Hamilton Supply, which now is in bankruptcy.
- Representation of a major bank in the workout of a $250 million construction and term loan to one of California's major real estate developers for a residential housing development in southern California. We also currently are serving as California counsel to this bank in connection with the liquidation of a Los Angeles furniture retailer and the repayment of our client's secured loan.
- Representation of a national insurance company in connection with a significant single-asset bankruptcy case in the Northern District of California, including the negotiation of both cash collateral stipulations and a reorganization plan.
- Representation of a railroad insurance company in connection with an appeal from sanctions against the company levied by a bankruptcy judge in connection with a suit filed against the insurer by a bankruptcy debtor.
- Representation of the principal of a Chapter 11 debtor in connection with issues related to his guarantee of certain of the company's obligations. The case involves significant issues regarding bankruptcy trustees' powers to pursue the recovery of allegedly preferential payments and the impact of such recoveries on loan guarantors.
- Representation of a major bank in restructuring of a $120 million loan secured by over 2,000 acres of residential development property.
- Representation of major banks in restructuring of office building loans.
- Representation of a lender group in the restructuring of a $135 million debt owed by a publicly traded REIT and the representation of the lender group in the bankruptcy of that REIT when the restructuring failed.
- Representation of debt, equity, and other constituencies in real property workouts and bankruptcies, including hotel, office, residential, commercial and mixed use projects involving private financing and municipal bond debt.
Sonnenschein's Los Angeles office, as well as lawyers in other offices, provides comprehensive expertise in virtually all aspects of federal income, estate and gift taxes and California and other states' franchise, property and sales and use taxes, including administrative and judicial appeals. Areas of tax expertise include corporate, partnership, health care, real estate, individual, tax exempt organizations, foreign-related and insolvency matters. Clients for which tax services and planning are provided include public companies, financial institutions, individuals, technology companies, closely-held businesses and multi-national corporations.
Sonnenschein's Los Angeles office, and lawyers in other firm offices, represent clients across the country in a wide array of environmental matters. The practice encompasses judicial and administrative proceedings, land use, corporate and real estate transactions (including environmental due diligence associated with real estate financing), and counseling on avoiding or minimizing environmental liability.
In addition to representing clients before federal and state courts and regulatory agencies in connection with environmental litigation and enforcement proceedings, our lawyers develop plans for managing environmental liability risks. For example, Sonnenschein routinely advises clients regarding evaluation and allocation of environmental risks in corporate transactions and real estate transfers. We are also experienced in counseling clients on permitting requirements and hazardous materials management, including issues involving indoor air quality, lead-based paint and asbestos-containing building materials.
Recent activities of our Los Angeles-based environmental counsel include the following:
- Representation of a major chemical distributor in connection with a citizen's suit filed under California's Safe Drinking Water and Toxic Enforcement Act ("Proposition 65"). A settlement was negotiated which avoided substantial penalties and attorneys' fees available under the statute and limited the client's future product labeling and notice requirements to the minimal requirements of the Proposition 65 regulations.
- Environmental due diligence on behalf of several major secured lenders involving multiple parcels located in California and around the United States. The parcels were collateral for a loan portfolio which was part of a major real estate securitization involving commercial retail property with a history of gasoline service station and other use of potential environmental concern.
- Negotiation of corrective action and cleanup and abatement orders issued by the California Regional Waste Quality Control Board-Los Angeles Region for industrial and manufacturing sites located in Southern California, including the San Gabriel and San Fernando Valleys, both major regional Superfund Sites undergoing investigation and cleanup under U.S. EPA jurisdiction.
- Advise industrial wastewater dischargers regarding permit requirements and compliance issues associated with the operation of their various facilities within the Consolidated Los Angeles County Sanitation Districts.
- Represent and advise a major aerospace company in connection with its potential responsibility for investigation and cleanup of its facility and for its allocable share of costs associated with a regional groundwater contaminant plume. A substantial reduction in the cost share allocated to the company was obtained by aggressive participation in mediation proceedings which emphasized groundwater modeling of contaminant migration based on available data developed for multiple sites.
- Negotiation with U.S. EPA for a Prospective Purchaser Agreement enabling the client to purchase a facility known to have released hazardous substances to the environment without being held liable under the federal Superfund law.
- Advise and assist a major international computer hardware manufacturer regarding the appropriate and most cost-effective means for managing the disposal of its CRT class residues at its Tijuana-based maquiladora facility.
Sonnenschein's Los Angeles office regularly represents management in connection with problems involving relationships with employees, including discrimination cases and other equal employment issues, employee benefits, collective bargaining agreement negotiations, occupational safety and health issues, and other matters concerning employers, unions, and employees. Our Los Angeles office includes lawyers who have handled labor and employment cases at all levels of both the state and federal courts as well as cases before the National Labor Relations Board, the Department of Labor, the Equal Employment Opportunity Commission, and state administrative agencies.
Our Los Angeles labor and employment lawyers have been particularly active representing employers in a wide variety of discrimination and wrongful discharge cases, including individual plaintiff, pattern and practice, and class action litigation alleging wage/hour violations, and discrimination on the basis of sex, race, physical handicap, and age as well as numerous sexual harassment cases. We have handled such cases throughout the West Coast. Another major focus of our labor and employment practice involves counseling employers in connection with transactions and day-to-day operations so as to avoid or minimize liability, litigation, or other problems. We have advised numerous employers on handling employee terminations in connection with corporate acquisitions or other changes in corporate structure. We also have assisted many employers on the development of employee handbooks, employee policies, and employment contracts.
Our Los Angeles lawyers' recent labor and employment activities include the following:
- Representation of St. Louis-based Brown Shoe Company in a significant employment contract case, featuring breach of contract and fraud claims against Brown and two of its high-ranking executives. The trial resulted in a judgment for Brown on all claims and counterclaims.
- Representation of Seven-Up/RC Bottling Company of Southern California in a disability discrimination lawsuit, resulting in a complete defense verdict following a jury trial.
- Counseling of Angelica Corporation, BMG Entertainment, ViewSonic Corporation, Pulte Home Corporation, and many other clients on California law issues, such as wage and hour, vacation pay and family leave questions.
- Representation of major insurance and retail companies, and others, in class and individual actions involving exemption from overtime pay under wage and hour laws.
Sonnenschein is well known, on a national basis, for its extensive representation of insurers on a wide variety of litigation, counseling, and transactional matters. Lawyers in our Los Angeles office are an integral part of Sonnenschein's national insurance practice and handle numerous matters in Southern California for insurers such as Allstate, American International Group, The Travelers, Prudential, Fireman's Fund, Berkshire Hathaway, National Indemnity Company, Acceptance Insurance Company, and various Talogen entities.
Our Los Angeles insurance lawyers are highly experienced in dealing with all types of personal lines of insurance as well as policies in the following areas: maritime, comprehensive general liability, directors and officers, professional malpractice, group and individual life and disability, excess, reinsurance, umbrella, and surety. Our representation of insurers includes extensive work on litigation, including coverage disputes, bad faith defense, insurance fraud, regulatory matters, life insurance sales practices, and commercial cases that involve issues unique to the insurance industry. We also have counseled insurers on many non-litigation matters, such as claims handling and investigation, policy revisions, oversight of outside counsel and review of Cumis fees.
Our recent work on insurance matters in Los Angeles includes the following:
- Representation of The Travelers in coverage and bad faith litigation involving treatment for mental disorders under group health policies, claims under professional malpractice policies, coverage for environmental contamination, and CGL policies, and various general liability issues.
- Representation of Allstate on declaratory relief, bad faith defense issues and appellate matters in the areas of child molestation, misrepresentation in the sale of real property, environmental contamination, intentional acts and willful misconduct, and sexual harassment and other employment-related disputes.
- Representation of companies within the Talogen organization, including Industrial Indemnity and United States Fire. These cases include those at the trial and appellate level, and coverage issues such as advertising injury, excess and reinsurance, and willful misconduct.
- Representation of California Hospital Insurance Company in liability coverage and bad faith issues involving hospitals and clinics.
- Representation of companies within the AIG group in asbestos, toxic tort and bad faith litigation.
- Representation of RiverStone involving environmental and asbestos litigation.
- Representation of Allstate in commercial coverage disputes concerning environmental claims at sites throughout the United States and Canada.
- Representation of various insurance companies owned by the Berkshire Hathaway Group involving toxic tort and environmental claims.
- Representation of Acceptance Insurance Company in claims involving professional liability, environmental damages and commercial insurance disputes.
- Representation of Prudential Insurance Company of America in claims involving life insurance sales practices.
Sonnenschein's Los Angeles office, as well as lawyers in other firm offices, provides comprehensive expertise in intellectual property law (including patent, trademark, copyright and trade secret law), as well as litigation of all types of intellectual property cases (including unfair competition and business torts). Scientific and engineering education and training complement the expertise of a number of our intellectual property lawyers.
Our Los Angeles lawyers have handled intellectual property matters on behalf of corporate owners of intellectual property, franchisors, authors, composers, engineers, inventors, licensors, and licensees. These representations have involved trademarks, service marks, computers (including hardware and software design, development, testing and production as well as issues related to computer privacy and piracy), other sophisticated technologies (including, for example, composite metals and airborne avionics systems), books and musical compositions, and pharmaceuticals. Our Los Angeles lawyers have successfully pursued or defended temporary restraining orders or preliminary injunctions in a number of cases involving alleged infringement of intellectual property rights. We also have counseled many clients in connection with the development of programs to protect their intellectual property and to avoid infringement or other litigation involving intellectual property.
Our recent work in Los Angeles on intellectual property matters includes the following:
- Representation of McDonnell Douglas Corporation in a $26 million lawsuit with LTV Corp. regarding a licensing agreement for the transfer of proprietary technology.
- Obtaining a $5.4 million jury verdict and a finding for punitive damages on behalf of two individuals in a theft-of-an-idea case.
- Acting as general intellectual property counsel for The Irvine Company, Orange County's largest landowner and developer.
- Intellectual property counseling to Nissan North America, Inc., Transamerica Corporation, and other companies.
- Trade dress litigation for the Homer Laughlin China Co., The May Department Stores Company, and others.
Sonnenschein has an inter-disciplinary Health Care Practice Group that includes over 40 lawyers nationwide with extensive experience in virtually all aspects of health law. In addition, the Health Care Practice Group works co-operatively with lawyers in other Sonnenschein practice groups (including, for example, tax, corporate and securities, antitrust, labor and employment, litigation, environmental and real estate) with significant experience in working with health care clients.
In addition to our West Coast practice, a significant amount of our work in the health care area has involved the representation of health care clients in Arkansas, Illinois, Missouri, Ohio, Oklahoma, Tennessee, Texas, Virginia, Wisconsin and other locales. Sonnenschein has had substantial experience in working with a full spectrum of organizations and individuals involved in the health care industry -- including health care systems, integrated delivery networks, hospitals, physician organizations, health maintenance organizations, preferred provider organizations, physician management companies, health insurance companies and other payors, long-term care facilities (including nursing homes and congregate care facilities), home health agencies, hospices, health care consultants, medical schools, and health care suppliers (including pharmaceutical and medical equipment companies). The diversity of our experience enhances our lawyers' understanding of health care-related matters, from all perspectives, and our ability to represent any party in the health care industry.
Our Los Angeles health lawyers' recent work has included the following:
- Representation of five freestanding hospitals and a large Western multi-hospital system in various transactions involving mergers, acquisitions, and affiliations with other hospitals and systems.
- Representation of over 25 physician groups in the formation and integration of their practices through the development of specialty, primary care and multispecialty management service organizations, independent practice associations and physician group practices.
- Development of over 10 hospital-physician integrated delivery systems and provider networks involving hospitals and physicians including physician-hospital organizations, foundations, management service organizations, and "friendly PC" models.
- Representation of hospitals and other providers in Medicare and Medicaid reimbursement disputes and planning.
- Representation of a publicly-traded healthcare asset management and group purchasing company.
- Development of a national physician equity model MSO linking local MSOs and physician organizations nationally, for a national hospital system.
- Representation of a Knox-Keene health care service plan in general matters.
- Development of a "Super IPA" organization linking IPAs regionally.
- Representation of a hospital to reinstate its Medicare certification after termination of its provider status for COBRA "patient dumping" violations.
- Representation of a specialty medical group in the development of centers of excellence for cardiac surgery.
- Representation of a large home health agency in its affiliation with a hospital system.
- Negotiation and closing of over 25 physician practice acquisitions, representing hospital, system, and physician organization clients in a wide variety of arrangements.
- Representation of IPAs in mergers and the sale of their assets to third parties.
- On-going representation of hospitals and medical staffs in medical staff disciplinary and related matters.
- Advice in obtaining limited Knox-Keene licenses for providers.
- On-going counseling of providers concerning fraud and abuse and Stark II issues.
- On-going counseling of providers concerning tax-exemption and intermediate sanction matters.
- Development of corporate compliance programs for hospitals and hospital systems.
- Representation regarding nonprofit and charitable trust matters, including attorney general inquiries and disputes.
- On-going counseling concerning provider licensure matters.
Lawyers in our Los Angeles office regularly provide estate planning services to clients including tax minimization planning, use of disclaimers, life insurance planning, qualified plan distribution planning, generation-skipping tax planning, charitable planning, liquidity planning, asset protection planning and business succession planning. We also provide estate and trust administration services including all aspects of the probate process, advice regarding administration of trusts, preparation of federal and state income tax, estate tax and gift tax returns, and representation of individuals, trusts and estates in disputes with the Internal Revenue Service or state tax authorities.
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