Paula G. Atkinson
Ms. Atkinson has extensive experience practicing corporate law (entity formations, governance, contract negotiations), leading sizeable merger and acquisition transactions and in all aspects of technology law (software/SaaS licensing, open-source code, privacy and data security, app development and ecommerce). She has advised clients on significant and often complex mergers, stock and asset acquisitions, cross-border transactions, venture capital and private equity investments and fundraising, debt and financings, and on a variety of intellectual property licensing matters (books, videos, images, film libraries, technology and fiber optics).
As a former in-house counsel (General Counsel and Assistant General Counsel) for major US companies with global operations, Ms. Atkinson knows how to adeptly navigate a wide variety of operational areas beyond core corporate skills, including regulatory compliance, governmental investigations, lobbying and legislative monitoring, insurance, taxes (federal, state and local) and human resources (including internal investigations, employment contracts, and regulatory hearings and appeals). She is well-suited to serve as temporary or external General Counsel.
Ms. Atkinson has guided clients in the following industries: technology, private equity/venture capital, financing (lender and borrower), manufacturing, energy, mining, real estate (investment, development, leasing and management), education, entertainment and non-profits.
Ms. Atkinson was previously the managing member of a Bethesda, Maryland-based boutique law firm. She began her legal career at Vinson & Elkins, LLP in their Washington, DC office, worked for Loeb & Loeb, LLP in their Los Angeles office and has held senior management roles for major companies, including SVP and General Counsel of K12 Inc. and VP and Assistant General Counsel of Ticketmaster. Prior to attending law school, she was a CPA (audit and tax) for KPMG in its Houston office.
Ms. Atkinson speaks conversational (non-business) Spanish.
Merger and Acquisition (M&A) Transactions:
- Venture Capital Firm Acquisitions – Worked on many transactions for an exclusive venture capital firm in Washington D.C. that specializes in takeovers and turn-arounds of troubled companies. Implemented many multi-tiered partnership and limited liability company structures to acquire and operate companies and to engage in joint ventures to acquire and manage real estate portfolios. Economic arrangements included preferred returns, carried interests and extensive fee arrangements.$25-150 million transactions
- Technology (AI) Acquisition – Worked on the acquisition of an Artificial Intelligence (AI) company abroad by a publicly-traded US technology company.$260 million transaction
- Acquisition Fund – Drafted operating agreements for multi-tiered limited liability companies to create an acquisition fund for raising capital to invest in direct marketing businesses. Deal included complex capital call provisions, “claw back” payments and carried interest arrangements. $50 million transaction
- Oil and Gas Privatization – Represented a major British oil producer in a bidding process to acquire the gas distribution system that service Buenos Aires from the Argentinean government. Worked with local Argentinean counsel on bidding process and due diligence. $250 million transaction
- Roll-up Transactions (Equipment Leasing and Floral) – Handled all aspects of the acquisition (including due diligence, negotiation and documentation) of target companies in transactions that involved the acquisition of a dozen same-industry companies and their merger into one publicly-traded company. Worked closely with the client on giving overall structural advice and handled all drafting related to accounting treatment. $630 and $83 Million transaction
- Polish Cable Television Acquisition – Represented a consortium of four major U.S. cable television operators who desired to form a joint venture to acquire the cable television system that services most of Poland. Worked with local counsel on regulatory issues, due diligence and other issues, such as Foreign Corrupt Practices Act (FCPA), etc. $40 million transaction
- Multi-national Telecom Acquisition – Handled the stock acquisition of a foreign multi-national telecom manufacturer, managing legal and financial due diligence, negotiating terms and advising on cross-border data and operating issues. $17 million transaction
- Swiss REIT Merger – Negotiated all tax-related aspects (including indemnities, control of future controversies and filing obligations) of the merger of a Swiss-traded REIT into a United States REIT. $45 million transaction
- Film Library Transfer – Transferred portions of a large film library owned by a major foreign bank and significant financier of motion pictures in the United States. Had responsibility for transferring library of films to the acquiring entity, including drafting all necessary documentation, such as copyright assignments, loan assumptions, notices to distributors and labs, etc. $200 million transaction
- Motion Picture Sound Company Sale – Represented a well-known motion picture sound company in its acquisition as part of a larger purchase of several sound companies by a large cable conglomerate. Handled all major aspects of the acquisition, including due diligence and negotiating and drafting acquisition agreements.Undisclosed value
- Food Brokerage Acquisitions – Handled a series of stock and asset acquisitions for a national food broker of smaller regional companies, negotiating terms and coordinating closings.$3 million each
- SEO/Online Marketing Services Disposition – Represented the seller in a stock sale of an SEO Online Marketing Services boutique in the DC area, negotiating terms and coordinating closing.$2 million transaction
- Acquisition of evite.com –Handled the purchase of assets of evite.com. Oversaw all aspects of acquisition, including due diligence, negotiating and drafting agreements, resolving intellectual property issues and closing. Undisclosed value
- Debt Restructuring – Headed up several related transactions designed to restructure debt for a publicly-traded client on a major LA landmark building through a multi-tiered partnership structure. Supervised several attorneys and drafted documents necessary to create new entities (including Yukon Territory corporations), to refinance existing debt, to create new debt with accommodation guarantees and to redeem partners out of existing entities. $235 million transaction
- Debt Refinancing – Headed up transaction to replace cumbersome mezzanine financing structure with new primary financing via new lender secured by commercial real estate throughout Southern California.$50 million transaction
- “Forward Purchase Contract Product” – Led a team of six attorneys who worked in conjunction with a Big 6 public accounting firm to document the corporate aspects of their complex “tax product” transaction. Transaction allowed a major shareholder in a publicly traded company to receive cash but to defer tax consequences on his restricted stock. Supervised the creation of approximately 100 documents (including operating agreements, assignments of membership interests, contribution agreements, distribution agreements, and limited liability merger agreements) related to this transaction. $300 million transaction
- Stock Hedging Product – Worked on several separate transactions with a major New York bank and with a major securities brokerage firm to implement put and call “collar” transactions designed to allow major stockholders to hedge their publicly stock, receive cash and invest in other assets while receiving favorable tax results. $60 million transaction
- Real Estate Lending – Had primary responsibility for negotiating primary lending on real estate development projects, including reviewing loan and security agreements.$Various transactions
Joint Venture Transactions:
- Energy Joint Venture Redemption – Assisted in structuring the retirement of a foreign partner out of a joint venture with several major United States energy companies. Drafted complicated retirement agreement and worked with co-counsel on asset transfer issues. $1 billion transaction
- Geothermal Joint Venture – Assisted in structuring a joint venture to own and operate a geothermal project in Northern California. Economics included preferred returns and a right for the other investor to “put” its interest back to the joint venture.$25 million transaction
- International Motion Picture Production Fund – Drafted documentation related to a private placement of limited partnership interests in a Cayman Islands limited partnership formed to provide debt and equity financing to U.S.-produced motion pictures for distribution to Asian markets. $25 million transaction
Real Estate Transactions:
- Real Estate Joint Venture – Drafted operating agreement for a multi-tiered real estate joint venture. Economic structure involved two classes of interests, preferred interests for our property-contributing client, and common interests plus complex “put” option after lock-out period for new, cash-contributing investors. $450 million transaction
- Real Estate Joint Venture – Drafted a complex operating agreement for a joint venture to own and manage a portfolio of contributed real estate assets and to acquire future properties. Economic provisions included allowing members to have different sharing ratios in each separate asset while grouping all assets acquired in any given year so that their performance could be “cross-collateralized” in determining internal rates of returns. $150 million transaction
- Asset Portfolio Restructuring – Had primary responsibility for negotiating the restructuring of a large real estate portfolio. Worked with client to structure the economic terms of admitting a third-party property manager into its existing structure in exchange for a carried economic interest and management fees in anticipation of disposing of the entire portfolio and acquiring new investments. $200 million transaction
- Real Estate Restructuring – Headed up a team of eight attorneys in creating over 120 documents in four days to implement a complex, multi-tiered structure of partnerships to achieve tax planning goals for East Coast real estate holdings. Transaction involved the formation of dozens of partnerships and a series of admissions and retirements of partners. $150 million transaction
- Like-Kind Exchanges – Had primary responsibility for representing a major industrial manufacturing entity in disposing of all its plant facilities and acquiring a portfolio of apartment buildings as investment property through a series of like-kind exchanges. Coordinated the entire exchange transaction among buyers, sellers, title companies and exchange accommodators in multiple states. $200 million transaction
- Leasing – Handled leasing transactions for anything from typical commercial office, retail and warehouse space to specialty airline catering space at various airport locations across the U.S. and marine spill response space at various waterfront locations across the U.S. Undisclosed values
- Due Diligence Reviews – Had primary responsibility for handling due diligence reviews of commercial leases for national property management company. Undisclosed values
- Ms. Atkinson has participated in speaking engagements including various CLE courses for the California State Bar and the Los Angeles County Bar Association.