Julie E. Green co-founded S&G in 1999 with David Salem and has been S&G’s Managing Shareholder since the firm’s inception. Ms. Green has been in practice since 1983, first as an associate with a Wall Street law firm (1983-1990) and later as a shareholder with a large local Sacramento law firm (1990-1999). Ms. Green’s practice is devoted to counseling clients on business transactional, governance, securities and merger and acquisition matters. Ms. Green’s clients include real estate, healthcare or technology companies. Since 2001, Ms. Green has served as outside general counsel to a privately-held 300+ member Delaware limited liability company in the real estate industry that was an SEC-reporting company from 2001-2007.
Ms. Green’s expertise includes:
- Representing buyers, sellers and controlling shareholders in mergers, acquisitions and dispositions, involving technology companies, healthcare companies and outdoor advertising companies (including management companies, nursing homes, software developers, surgical hospitals, pathology labs, health maintenance organizations, call centers, dialysis centers and surgery centers), including transactions involving retained equity by the sellers, restructuring of “S” corporations to limit tax consequences to the seller while maintaining Medicare provider certifications and applicable licenses, simultaneous divestitures/acquisitions to or with other parties and covenants not to compete.
- Securities offerings, including private placements in compliance with federal and state securities laws, including under Section 4(a)(2) and Section 3(a)(11) of the Securities Act of 1933, as amended (the “1933 Act”), and Regulation D and Rule 147, in offerings to accredited investors and non-accredited investors under Rules 504, 505 and 506 and applicable state exemptions. Considerable expertise in drafting private placement memoranda and prospectuses for all types and sizes of securities offerings, including healthcare, real estate (direct and fund formation) and technology companies, and involving the sale of stock in “C” and “S” corporations, membership interests, limited partnership interests, debt and debt participations with revenue participation rights.
- Structuring issuer tender offers for private companies, including direct cash offers and through charter amendments to create annual put rights with specialized terms, including priority provisions (non-pro rata and pro rata, and priority flips), annual adjustable cap and escape provisions for financial concerns.
- SEC deregistration of limited liability company by recapitalizing the company’s membership interests into different legal classes of units under Section 12(g)(5) of the Securities Exchange Act of 1934 in a Rule 13e-3 (going private) transaction. The transaction involved the SEC’s review of the issuer’s proxy statement, clearing the SEC’s comments, obtaining Member approval and filing a Form 15 with the SEC.
- Recapitalization of a limited liability company’s different classes of membership interest into one class of membership interest with distributions paid in additional membership interests, with ability to “opt into” cash distributions without requiring registration of distributions paid as membership interests under the 1933 Act, through use of Section 3(a)(9) of the 1933 Act.
- Designing a bylaw amendment recapitalization plan for a 100,000+ member California nonprofit mutual benefit corporation to reclassify its membership interests to preserve its existing membership base but to shift control to a newly created class of affiliated corporate members.
- Negotiating and drafting settlement agreements involving restructuring of existing business arrangements, existing settlement agreements and founder exits. Represented the special committee administering a complex securities class action settlement involving a publicly-traded real estate limited partnership.
- Drafting and administration of stock option and restricted stock plans. Author of precedent-setting SEC no-action letter under Rule 701 to expand definition of “majority-owned” subsidiaries to minority interests in certain non-corporate entities. See Sutter Surgery Centers, Inc. (available November 10, 1993).
- Legal due diligence for a variety of situations, including mergers and acquisitions; corporate clean-up for succession planning or exit planning; tax-exempt bond offerings and securities offerings (issuer’s and underwriter’s counsel).
- Governance, proxy statements, general corporate, start-ups (corporate and limited liability companies), representation of investors (including angels and strategic investors), debt financing (including secured and unsecured loans and credit facilities and guarantees) and evaluating complex business arrangements.
- Significant experience in project planning and assisting management, boards and board committees with strategic planning, including estimating legal fees for complex transactions.
Ms. Green received her Bachelor of Arts Degree from the University of Southern California in 1980, where she majored in Political Science and was elected to Phi Beta Kappa and received the Order of the Laurel (highest honor for graduating undergraduates.) At USC, Ms. Green was President of the Mortar Board and President of the Trojan Democrats. She played basketball for the USC Trojan’s women’s team from 1976-78. Ms. Green received her Juris Doctorate in 1983 from the University of Virginia School of Law. She is a past-President of the Sacramento County Corporate and Securities Bar Association (currently known as the Business Law Section).
Named in Top Lawyers List, Sacramento Magazine (August 2016)
AV Preeminent peer review rating from Martindale-Hubbell.