David C. Kim - Mankato, MN

Based on his prior experiences as an investment banker, David brings a unique balance between the law and business into his practice, which centers heavily around representing businesses and entrepreneurs in a wide range of areas including manufacturing, engineering, bio-science, financial and agricultural industries. Through his financial and legal career for over twenty years, David has accumulated expertise in corporate and commercial matters and regularly advises clients on $200 million to $500 million transactions each year. David often leads complex transactions across the U.S., as well as growing markets overseas such as Central and South America and Asia.

Practice Focus

David's practice focuses on all transactional aspects in (i) corporate mergers and acquisitions, (ii) sales and acquisitions of business interests and assets, (iii) debt, equity, and mezzanine financing, (iv) LBO transactions, (v) domestic and international joint venture formation and operation, (vi) technology licensing, (vii) IP protection, licensing, and administration, (viii) trademark and copyright registration, prosecution, and enforcement, (ix) regulatory compliance for production and manufacturing, (x) antitrust law compliance for production and distribution, including RPM and minimum price controls, (xi) complex tax planning and dispute resolution, and (xii) domestic and international trade clearance and general contract matters.

REPRESENTATIVE EXPERIENCE

• Represented an electric automobile company in the U.S. in conjunction with its joint venture for the production and distribution of electric buses in a $400 million project by negotiating and drafting Shareholders Agreement for the joint venture.
• Represented a bio-engineering company in a reverse triangular merger for its acquisition of target stock, regulatory clearance, and minority shareholder claim resolutions by negotiating and drafting the Agreement and Plan of Merger and all related documents and instruments.
• Represented a client in a reverse triangular merger for its acquisition of the world's biggest DNA gene cloning and storage services provider.
• Represented a client in a $60 million asset acquisition for domestic production assets by negotiating and drafting the Letter of Intent, Memorandum of Understanding, and Asset Purchase Agreement therefor, and performing due diligence, the Hart-Scott-Rodino clearance, WARN Act compliance, permitting process, and post-closing litigations.
• Represented a client in an $80 million asset acquisition in conjunction with the competitive bidding process, leading the initial negotiations with the seller and seller's investment bankers and attorneys, drafting the Letter of Intent and performing due diligence in three states in the U.S., and advising client in conjunction with a Section 363 Sale proceeding.
• Represented a client in conjunction with $330 million debt financing.
• Represented a client in transactions involving Technology Licensing Agreements with various public universities in the U.S., Toll Manufacturing Agreements with custom manufacturers in the U.S. and foreign countries, patent applications, patent prosecutions, and trademark registrations in nine jurisdictions including the U.S., various countries in the E.U. through EPO, China, Japan, Korea, Mexico and Canada.
• Represented a client in a joint venture transaction in China for the manufacture and distribution of pharmaceutical products in China.
• Represented a client in a joint venture transaction in Korea for the manufacture and distribution of pharmaceutical products in Korea.
• Represented a bio-tech client in a share exchange transaction focusing on the business valuation of IP rights of the target company—over $60 million.
• Advised a client in developing their dealer agreement and sales representative forms in compliance with state laws and regulations over dealership and sales representative relationship in over twenty states in the U.S.
• Represented a majority shareholder client in shareholder dispute involving $30 million equity investment, leading the matter to a favorable settlement and negotiating and drafting Release and Settlement Agreement.
• Represented a client in procuring and administering overseas production capacities through Technology Licensing and Manufacturing Agreements, together with advising client for foreign government permitting process and clearing the U.S. export control laws and regulations.
• Represented a joint venture formed by U.S. investors for a foreign asset investment in over $20 million, advising on the formation and administration of the joint venture, the formation and registration of its foreign subsidiaries and its U.S. tax reporting compliance.
• Represented the major member in a $25 million LLC break-up case, negotiating and drafting the Membership Interest Purchase Agreement, Release and Settlement.
• Represented a client in a $1 million AR collection matter in Vietnam.
• Represented group of banks and financial organizations in a dispute on the ownership of the source code used to build their financial transaction platforms online.
• Represented clients in commodity futures claims over $100 million in conjunction with MF Global bankruptcy.
• Represented a European client in conjunction with their business launch in the U.S. by forming a U.S. subsidiary and advising the parent and subsidiary regarding the U.S. Federal and State laws and regulations on production and distribution.
• Represented a client in an IRS action challenging the tax exempt status on the client's $9 million IDRB issued to finance production facility.
• Represented a client in company restructuring with focus on the Section 108(a) COD income analysis and avoidance.
• Represented a client in conjunction with a dispute regarding partnership loss allocation for tax purposes and application of the at-risk rules and substantial economic effect rules.
• Represents clients in registering and managing trademark portfolio with over 600 trademarks; work includes trademark application, prosecution with examiners, trademark opposition proceedings, Section 8&15 Acknowledgements and Declarations, Section 8&9 Declarations and Renewals, and trademark Cease and Desist notices and litigations.
• Represents clients in drafting, reviewing, and revising contracts in conjunction with their distribution of products in the U.S. and foreign countries.