Dana Sack - Oakland, CA

Overview

Thirty-four years' experience as a successful transactional attorney and supervision and management of litigation.

Transactional experience: Including structuring, negotiating, drafting and closing a wide range of contracts, including impacts of bankruptcy law, hazardous substances laws, secured transaction laws, securities laws, and federal and state taxation.

Real Estate Acquisitions: Representation of buyers and sellers of raw land for development of residential subdivisions, multi-family residential projects, shopping centers and industrial parks.

Representation of buyers and sellers of existing subdivisions, apartments, shopping centers and commercial and industrial buildings.

Structuring and forming the purchasing entity, preparation of private placement memoranda and subscription documents, and qualifying such entities and offerings for securities law exemptions.

Negotiating and drafting all aspects of option agreements, purchase agreements and exchange agreements: including contingencies and milestones for obtaining governmental development approvals and financing, hazardous substance investigation and abatement, and bankruptcy or non-performance of necessary third parties. Tax-free (deferred) exchanges.

Negotiating and drafting secured transaction documentation: including all of the above aspects of deeds of trust, guaranties, letters of credits, and bond financing and certificates of participation.

Land use approvals: including CEQA compliance, general plan amendments and specific plans, PD permits, development agreements, vesting subdivision maps, subdivisions, and CC&Rs and owners associations.

Closings: Getting all parties to sign the contracts, execute and deliver all necessary documents and funds, and get the transaction closed and completed.

Real Estate Leasing: Shopping center and other commercial leasing, principally representing owners and managers. Member of the International Council of Shopping Centers (ICSC). Knowledgeable on all current leasing issues including CAM expenses and limitations, responsibility for ADA improvements, asbestos abatement and other governmental impositions, and premises liability for third party acts (crimes and torts).

Construction: Negotiation and drafting of construction contracts and financing for major and minor subdivisions, shopping centers, condominiums and electric generating stations; major change orders and contract adjustments; and contract enforcement, including prosecution and defense of lien claims, stop notices, defective construction claims and delay claims.

Construction Financing: Negotiation and drafting of construction loans, deeds of trust, guarantees, letters of credit, including public and private bond financing. Representing the developer, my task was to hold the transaction together despite conflicting demands of bond trustees, letter of credit issuers, government sponsors or users of the project, investment bankers and rating agencies. This required familiarity with tax issues in order to assess the demands of bond counsel and the investment bankers, familiarity with securities law to assess the completeness of placement memoranda and subscription agreements, and familiarity with bankruptcy law in order to negotiate last minute changes required by the demands of rating agencies and the letter of credit issuers in order to obtain the rating.

General Business:

• Formation of corporations, partnerships, joint ventures, limited partnerships, and limited liability companies, including private placement of initial private offering, shareholder agreements and employment agreements.
• Equipment purchase, financing and leasing agreements and security interest financing.
• Computer hardware and software purchase, licensing and development contracts.
• Tax-free (deferred) exchanges of equipment and art works.
• Consulting Contracts, including construction experts, computer experts, charitable fund raising experts, and business training.
• Revocable living trusts, irrevocable Crummy and insurance trusts, wills and probate of estates.

Litigation Experience: Jury trials include a $3.3 million personal injury verdict representing the plaintiff, and a defense verdict in a fraud and failure to disclose defects case by a tenant against a landlord. Managed, advised and supervised three litigators, including over 100 asbestos defense cases on behalf of a major construction engineering and management company, insurance coverage, construction defect litigation, business collection matters, lease disputes, minor banking disputes including forgeries and misapplication of payments, and marital dissolution and property settlement disputes. Personally litigated commercial landlord-tenant disputes, asbestos defense cases, construction defect cases, a banking dispute, real property title disputes, and the release of various real and personal property assets from bankruptcies for creditors or purchasers of such properties, including both bench and jury trials, arbitrations and mediations, and numerous summary judgments.

Avocations: Yacht racing, writing fiction, and Japanese and Chinese culture.