BIO
Michael is a shareholder with the firm. As an experienced litigator, his practice emphasizes commercial and real estate litigation, bankruptcy reorganization and liquidations, major debt workout negotiations and restructuring, and the documentation of commercial, personal property, and real estate-secured credits.
He is frequently called upon when a client, mostly a lender but not always, brings him in to advise them on how to best to deal with a commercial financing transaction that is on the verge of a crash landing, or one that has already fallen apart. His main work entails getting a detailed understanding of the situation, and all its nuances, evaluating the position of our client, and setting up a strategy to maximize the recovery in the shortest time possible.
Michael strives to create efficiencies for clients by bringing in lower billing colleagues to implement the strategy, and oversee that work and mid-course corrections. This can entail work out discussions and documenting a deal, forcing or defending state court litigation, chasing one or more parties into bankruptcy, or all of the above happening at the same time.
PRACTICE AREAS
Creditors' Rights and Commercial Litigation
Bankruptcy & Business Reorganizations
Business Litigation
EDUCATION
Stanford University, B.A. (with distinction) 1973
University of Southern California, J.D. 1976
ADMISSIONS
US Court of Appeals, 9th Circuit
US District Court, Central District of California
US District Court, Northern District of California
US District Court, Southern District of California
US District Court, Eastern District of California
MEMBERSHIPS & ASSOCIATIONS
State Bar of California: Business Law, Litigation, and Real Property Law sections
Los Angeles County Bar Association: Commercial Law and Bankruptcy section
American Bar Association: Business and Litigation sections
Los Angeles Bankruptcy Forum
Financial Lawyers Conference
American Bankruptcy Institute
PRESENTATIONS
Speaker: Special Asset Managers Association (SAMA) Conference; Risk Management Association; various financial institutions in-house seminars.
PUBLICATIONS
Co-author, “Lender Must Demand its Rents to Perfect its Interest Prior to Bankruptcy” - Quarterly Profits
Co-author, “Bid Chilling: Avoiding Liability in the Foreclosure of Real Estate” - Quarterly Profits
HONORS & AWARDS
AV rated lawyer
REPRESENTATIVE MATTERS
Vail Lake
Represented the holders of $120 million in debt secured by a lake, associated water rights, multiple parcels of real property surrounding the lake totaling in excess of 8,000 acres, and some personal property, owned by Vail Lake and its affiliated entities. The matter primarily played out in the United States Bankruptcy Court although there were ancillary and related state and federal court litigation matters proceeding at the same time. Orchestrated a complex back-to-back transaction where our client agreed with a water district to sell to it the secured claim after we validated the secured claim in bankruptcy mediation.
Then, in a separate transaction, our client agreed to the treatment of the secured and unsecured claim in bankruptcy with the chief restructuring officer of the entities, and a compromise of all disputes. Through a §363 sale in the bankruptcy, our client acted as the stalking horse bidder at the sale, then closed the sale of the secured portion of the claim to the water district immediately before the close of the real property sale escrow for the lake and the 8,000 acres. Our client received $50 million on the agreed $70 million secured portion of the claim, and voted the remaining unsecured debt in support of the plan. The water district ended up acquiring the lake and the land using the secured claim credit bid.
57 Property Entities in a Southern California Bankruptcy
Represented the largest secured creditor in the Merulo Maddux bankruptcy involving 57 real estate entities in Southern California. Used the bank's $70 million secured claims against one primary real property asset to negotiate an advantageous settlement with the bankruptcy debtor and for allowance of the claims. Then, when a competing plan proponent appeared, we maneuvered the new plan proponent into a position where the court would not recognize their plan without the new plan proponent cutting its own deal with the bank, which we used to negotiate an even more advantageous treatment for the bank. In the end, the bank fully restructured the credit while selling off a $10 million separate part of the loans at par to an entity related to the new plan proponent.
Manufacturing Dispute and Litigation
Represented the various entities and family members being sued by a manufacturer/franchisor of heavy equipment through intertwined litigation in the United States District Court and with two entity bankruptcies. We caused the manufacturer to be held to be joint venturer, significantly limiting the damages owed. In the process, we protected one of our primary clients, an operating company with over 400 employees, from any levy activities by the manufacturer while a comprehensive settlement and resolution was negotiated that included the multi-million dollar sales of various properties being staged for development.
ABL Fraud
Represented a local bank in a $13 million asset based lending fraud. The loans, it turns out, were predicated upon counterfeit tax returns and false and fraudulent CPA review statements. Millions of dollars of inventory and accounts receivable were diverted to third party operating companies and off-shore. The litigation entails pursuing not only the borrower and its officers, but third party entities who were involved in the proposed default collateral diversions and conversions.
REO Sale
Documented an $8 million sale of REO by the bank to a developer concerning a shopping center development in the central valley as to which we forced a bankruptcy debtor to stipulate to relief from the automatic stay in its bankruptcy, enabling the bank to foreclose several years ago.
ABL Melt Down and Liquidation Fraud
Represented a local bank pursing borrowers in a failing asset based lending relationship with the bank. The officers of the company abused their position in an informal workout and liquidation that they were conducting with the bank, lending to claims of oral promises by the bank that were never made. Through state court litigation, the appointment of a receiver, and aggressive attachment applications against the individuals, spouses and family trusts, fraudulently transferred parcels of property were made the subject of attachment liens. Through a negotiated settlement, the bank received back all diverted collateral proceeds, and obtained payment in full of the its principal, its litigation fees, costs and expenses, and portion of the unpaid interest.
