News & Events
July 10, 2024
Cash Advance Lenders In Small Biz Bankruptcy Crosshairs
By Hilary Russ
Law360 (July 9, 2024, 8:42 PM EDT) — When Lynda Bui was tapped as the Chapter 7 trustee for a small bankrupt California lighting company called Vario Corp., she initially thought she would not recover any assets in the case, which involved a burdensome stack of ultra-high-interest merchant cash advances.
New York Attorney General Letitia James speaks at a news conference in February to address her office’s action against Yellowstone Capital and other cash advance companies. James accused the lenders of exploiting and collecting billions of dollars from struggling small businesses through high-interest merchant cash advances. (AP Photo/Bebeto Matthews, File)
But she and Vario’s bank teamed up to sue those lenders, recovering hundreds of thousands of dollars from them through settlements and ultimately paying creditors in full after professionals agreed to reduce their fees.
“I definitely think it’s a success because not only did we recover a decent percentage, but also we paid creditors 100%,” Bui said, even though the estate had no operating income or any cash infusion from principals.
Her case, along with others including that of Jambys Inc. and Blue Jay Communications, show how debtors and trustees have been fighting the lenders behind such arrangements for merchant cash advance, or MCA, casting them as usurious short-term loans plaguing small businesses that are desperate for a lifeline.
“I call them … payday lending for business,” said solo practitioner Frederic P. Schwieg, who represented Blue Jay in its 2021 Subchapter V bankruptcy in the Northern District of Ohio. A couple of Blue Jay’s MCA lenders charged what amounts to more than 800% annualized interest, according to objections to the lenders’ claims.
“In almost every small business I’m working with, they’ve at least tried it once. You’re just constantly running into them,” Schwieg said of MCA agreements. “It is more and more common that when you see one, you see more of them.”
MCA lenders are now drawing the attention of the U.S. Securities and Exchange Commission for their money-raising practices and various state attorneys general for their usurious rates. However, several lenders in this sector operate lawfully, according to Joe Luzinski, a senior managing director at turnaround consultant Development Specialists Inc. who has served as a chief restructuring officer for a bankrupt MCA firm.
“It is a legitimate industry with lots of very specific rules and regulations that has a lot of illegitimate people working in it and a lot of fringe people working at the back end (in collections),” Luzinski said.
While many MCA lenders appear similar to a bank, with structures and systems in place, “the reality is if you can fog a mirror, and you’re willing to sign a guarantee, and you’re not on the FBI’s most wanted list, you’re probably going to be eligible to get a merchant cash advance,” he elaborated.
Once a business gets an MCA, it usually gets another — despite provisions stipulating that a borrower will not stack up multiple advances — and it’s very hard to get out of the loop, especially when the lender starts offering to roll existing agreements into new ones, Luzinski said.
“At some point, these deals are just not sustainable, and a lot of these small businesses crash and burn,” he said.
MCAs Under Fire
An Ohio microfactory operator called Haney Inc. filed for Chapter 11 protection June 21, 2024, just as a key provision to qualify for Subchapter V was getting ready to expire. On its balance sheet, Haney listed the usual loans and credit card debt, as well as 16 separate MCAs.
Eric Goering of Goering & Goering LLC, counsel for Haney, said, “A lot of the MCAs don’t give you an address, don’t give you a phone number and don’t give you an email.”
In March, New York Attorney General Letitia James sued more than 30 companies and individuals for at least $1.4 billion, alleging they made up a predatory MCA lending operation that exploited small businesses.
The operation, she said, is linked to businessman David Glass, whose account of working at notorious Long Island investment firm Sterling Foster & Co. in the 1990s later inspired the movie “Boiler Room.” In 2008, Glass was banned from the securities industry after pleading guilty to insider trading at a firm he founded.
James’ lawsuit came a month after her office won a $77.3 million judgment against three MCA providers, among her efforts to target and shut down companies that she said actually provide illegal short-term loans well over New York’s criminal usury rate of 25%.
MCA companies usually operate by claiming they will buy a portion of a merchant’s future sales revenue at a discount in exchange for a quick lump sum of cash. They then withdraw fixed amounts from the business’s bank accounts daily or weekly. Often, the company’s founder or other officers personally guarantee the agreements.
At least three entities being prosecuted by James’ office — Cloudfund LLC, Delta Bridge Funding LLC and Velocity Capital Group LLC, which the attorney general said are new aliases for units of Glass’ supposedly wound down Yellowstone Capital LLC — are also named in Jambys’ adversary suit. That case was amended June 4 this year to add new defendants and a demand for triple damages under a racketeering allegation.
Contact information for Cloudfund and Delta Bridge could not be located. Velocity did not respond to a request for comment.
MCA lenders can sometimes get aggressive with a bankrupt business. A couple of weeks after solar energy firm iSun Inc. filed for Chapter 11 protection last month, it was slapped with an adversary complaint by Cedar Advance LLC over its cash advance agreement that had called, prepetition, for Cedar to have “unfettered access” to an iSun account, from which the lender would withdraw 5% of iSun’s receivables weekly.
Cedar also argued that iSun’s collateral — the accounts receivable — does not belong to it, and therefore it shouldn’t be allowed to use it in bankruptcy.
Use of collateral was also contested by two MCA lenders in Jambys’ Chapter 11. They contended that Jambys should not be allowed to use about $136,000 worth of goods, mostly stored in U.S. Amazon fulfillment centers, to run the business, saying the collateral belonged to them and not the debtor’s estate.
A Delaware bankruptcy judge allowed Jambys to use the collateral during a July 3 hearing after the company agreed to reserve the MCA lenders’ rights.
Avoiding Judgment
But MCA lenders are only willing to push the line so far in a bankruptcy case, according to Luzinksi.
“They don’t like bankruptcy because if they get a bad ruling in one bankruptcy case, it could be a pox on the entire industry,” he explained.
“You see very, very few of them that will take their claims and litigate to the mat because that bad ruling is something they want to avoid,” Luzinksi said. “They may fight a little bit, but they’re going to work very hard to never take a trial and have an adverse judgment.”
In Vario’s case, Bui filed complaints against multiple MCA lenders with about 20 different causes of action — including fraudulent transfer and preference — and ultimately won settlements with all of them, recovering as much as 70% from one.
“What helped us was most of these MCAs filed claims in the bankruptcy, so they subjected themselves to the jurisdiction of the bankruptcy court,” Bui said. “We got to see them here without having to chase them throughout the country.”
Sometimes, however, a case goes sideways.
John F. Houlihan started the small Cleveland-based telecommunications company Blue Jay in 2002 with four other employees and two trucks out of his home garage, according to the Subchapter V reorganization plan he filed in February 2022.
With the onset of the COVID-19 pandemic, Blue Jay’s customers began delaying installation work, and the company’s annual gross revenue plunged to $11.4 million in 2020. When business picked back up in early 2021, Blue Jay suddenly needed cash.
The company had already maxed out its ability to borrow from Huntington National Bank, so it turned to MCA lenders. From May through October 2021, Blue Jay received more than $2.5 million via 10 different MCA agreements with various firms in exchange for future receipts.
But the advances put a strain on Blue Jay’s cash. When some MCA lenders tried to seize Blue Jay’s accounts receivable, the company filed for bankruptcy.
Yet, after Blue Jay’s reorganization plan was confirmed, Houlihan went to three new MCA lenders, getting a total of $572,000. The agreements caused the company to overdraw its Huntington bank accounts, and it pledged collateral in violation of its bank loans, Huntington said in court filings.
As a result, the court stripped Houlihan’s control of the company, handing it to a Subchapter V trustee in February 2023 and pausing the adversary case in May 2024.
“Business people are incurably optimistic. You have to be, or you’d never go into business,” Schwieg, the debtor’s attorney, said. “They’re thinking, ‘If I just borrow this money, it’ll turn around.’ They’re looking at an extremely short-term thing.”
–Editing by Covey Son.
July 2024
The Firm is pleased to announce that our partner, Lynda T. Bui, has been nominated and selected as Secretary of the National Association of Bankruptcy Trustee (NABT). Ms. Bui has been a dedicated member of its board of directors for the last three years, contributing significantly to its mission and goals. NABT has approximately 1,000 members nationwide and is the voice of bankruptcy trustees around the country.
Ms. Bui is excited about this new opportunity and looks forward to continuing her work with NABT in this expanded role.
August 2024
Chapter 11 Sales: A Preferred Option
By Alan J. Friedman, Partner, Shulman Bastian Friedman & Bui Llp
It seems that not a day goes by without a news report about a familiar business filing for Chapter 11 bankruptcy and some discussion about selling the business or its assets through the bankruptcy process. But what does that really mean? Why and how does it happen? And, importantly, why is a sale through the bankruptcy process a preferred route for distressed companies and buyers alike?
Sales in a Chapter 11 case are governed by the Bankruptcy Code (the “Code”) and, specifically, Code Section 363, which provides the rules of the road for such a sale. And while the process may seem complicated, many significant benefits flow if the rules are followed. Perhaps the most important benefit is the finality of the sale. Buyers do not want to run the risk that the sale they just spent a lot of time and money on somehow gets undone at a later date. Once the Bankruptcy Court approves the sale and makes certain rulings as part of the process, the sale cannot be unwound, even if some disgruntled party takes the matter up on appeal. Finality is a powerful inducement to utilize the bankruptcy process to conduct sales.
Another incentive for conducting sales through a Chapter 11 process is that the risk of potential successor liability claims is largely eliminated. It is all too common for litigation to be pursued against “anybody and everybody” who ever touched a product or company in the hopes that something will stick or a case will settle for at least nuisance value. A properly drafted sale order will contain language insulating the buyer from any liability should a claim be asserted later.
Finally, unless otherwise agreed by the parties, the buyer obtains the assets or business free and clear of all claims, liens, and other interests. This is especially important when real estate is involved. In fact, there is nothing better than a Bankruptcy Court sale order to allow a title officer to sleep soundly at night, as such an order will prevent latent title claims from becoming a reality.
While the Chapter 11 process can appear complicated, the potential benefits of conducting a sale through this process significantly outweigh any of the burdens.
July 2024
An Insurer’s Bad Faith Failure To Settle
By J. Ronald Ignatuk, Partner, Shulman Bastian Friedman & Bui Llp
AN INSURANCE COMPANY that is defending a lawsuit against its insured usually has the right to litigate or settle. However, that right is limited by the insurance company’s duty to act in good faith when evaluating a settlement demand. An insurer must agree to a reasonable settlement demand that is within policy limits. So, what is a reasonable settlement demand?
Under California law, the reasonableness of a settlement demand is evaluated by considering whether, in light of the plaintiff’s injuries and the probable liability of the insured, a judgment is likely to exceed the amount of the settlement demand. A mathematical formula is effective in evaluating the reasonableness of a settlement demand. For example, in one case, a $5,000 settlement demand was determined to be reasonable, where the insurer assessed the plaintiff’s damages at $11,000 and estimated that the insured’s liability was a 50 percent certainty.
Under this standard, an insurer may have a duty to accept a settlement demand within policy limits when the plaintiff’s damages are significant, even if there is a small chance that the plaintiff will prevail at trial. This often happens when automobile accidents cause injuries in the millions of dollars, and the at-fault driver has minimal insurance coverage. For example, suppose that the insured has a policy with a $100,000 limit of liability, the plaintiff’s damages are $10 million, and the insured’s chances of being found liable are approximately one percent. Since the $100,000 policy limit is one percent of $10 million, the insurer arguably would have a duty to accept a $100,000 policy limit settlement demand. Thus, an insurer may be obligated to pay the policy limits on claims of marginal liability where the damages are significant.
Under California law, when an insurer rejects a reasonable settlement demand within policy limits and the insured suffers a judgment in excess of policy limits, this is a breach of the covenant of good faith and fair dealing, otherwise known as “bad faith.” The insurer will be liable for all damages caused by the insurer’s bad faith, including the full amount of the judgment, regardless of the policy limits and the attorneys’ fees incurred to establish bad faith. Thus, in certain cases, the potential for a finding of bad faith may motivate an insurer to settle a claim against its insured rather than risk going to trial.
June 2024
Protect Your Property
The importance of effective tenant screening and legal representation
By Bryan Cabrera, Associate Attorney, Shulman Bastian Friedman & Bui LLP
Do you have a tenant that won’t get out? Do you have an ex that won’t leave? Is someone squatting in your summer/winter home? Evicting a tenant can be an expensive and frustrating experience. Tenant’s rights in California are stronger than ever. Tenants are more sophisticated in navigating the legal system to their benefit. When a tenant refuses to leave the premises, a property owner’s only legal remedy is the unlawful detainer process. This process is a unique animal in the civil arena, and if not properly executed, the owner will have to start the process again from the beginning. Usually, the owner wants possession as quickly as possible, so it is imperative to get it right the first time.
In California, there exists a strong policy under the law to get real property back into the hands of its rightful owner as quickly as possible. The unlawful detainer action moves on a “fast track.” Whereas a garden variety civil action may take 1 ½ years or more from filing before it gets to trial or arbitration, the unlawful detainer action can get to trial as quickly as in a month or two. However, it is a very technical process, and the court holds the owner to very strict standards. After all, it is going to allow the owner to kick someone out of their home.
There are basically four steps in the eviction process: (1) preparation and service of proper notice, (2) the filing and service of a summons and complaint, (3) obtaining judgment, and (4) the lockout. Step one occurs prior to court involvement. Steps two, three, and four all occur through the court. Once the case is filed, it will either be contested or uncontested. If uncontested, the owner can get possession in one to two months. If contested it can be drawn out for months and become very costly. The best thing an owner can do is to get an attorney who knows this area of law. The best weapon an owner has to avoid getting into this situation in the first place is the tenant screening process. Spend the extra money upfront to do eviction checks and background checks. Confirm and require proof of financial income and capabilities.
I have been practicing law for fifteen years. I have handled hundreds of unlawful detainer actions. If you have a landlord/tenant dispute, call us at Shulman Bastian Friedman & Bui and let us solve the problem for you.
May 2024
What Is A “Subchapter V” Bankruptcy Case?
By Melissa Davis Lowe, Partner, Shulman Bastian Friedman & Bui LLP
The filing of “Subchapter V” bankruptcy cases has gained much popularity since its inception when the Small Business Reorganization Act of 2019 (SBRA) went into effect on February 19, 2020, creating the “Subchapter V” bankruptcy case. It is a subset of a Chapter 11 bankruptcy for reorganization under Title 11 of the United States Bankruptcy Code, but is specific for small businesses. It was created with the motivation of finding a more cost-effective and time-efficient process for small businesses than the “traditional” chapter 11 process which is notoriously lengthy and expensive. The main impetus for the SBRA was to provide a way for small businesses with a salvageable enterprise to restructure such enterprise instead of having to fold simply because of the heavy administrative and costly burden of the only alternative—the “traditional” Chapter 11 process.
Who can file a “Sub V” case? Companies or individuals engaged in “commercial or business activities” with less than $7.5 million (this debt limit is subject to change) in liquidated, non-contingent debt. And what are the benefits for filing as a “Subchapter V” debtor instead of as a traditional chapter 11 debtor? In summary fashion, debtors in a Subchapter V bankruptcy (1) do not have to satisfy the absolute priority rule, (2) do not have to file a disclosure statement, (3) do not have to worry about other parties filing a competing plan, (4) do not have to pay United States Trustee quarterly fees, (5) do not have to contend with a committee of creditors, (6) do not need an impaired consenting class to confirm a plan, and (7) do not have to pay administrative claims immediately. There can be pitfalls and downsides to filing a “Subchapter V” case but in general, the “Subchapter V” filing provides a streamlined and less costly process for small businesses.
The “Sub V” bankruptcy process is complicated and ever-changing so you should be sure to consult an attorney before filing a “Sub V” case, as you should if you are considering any bankruptcy filing. Shulman Bastian Friedman & Bui LLP handles every type of insolvency-related matter, from out-of-court workouts to restructuring and liquidation bankruptcies, and even dissolution.
April 2024
So You Want To Sell Your Business?
By Leonard M. Shulman, Managing Partner Of Shulman Bastian Friedman & Bui LLP
First, you should determine what your business might be worth. If your CPA and his/her firm does not offer valuation services, there are many firms that do handle fairly quick and affordable valuation services. What is needed to embark on a valuation of one’s business? Complete and up-to-date financial books and records. Your CPA should also explain the tax ramifications regarding a sale of assets or stock of the business.
Once you have your valuation, you will need your business to be exposed to those parties that may be interested. This may include similarly situated businesses or even competitors. In order to accomplish exposing your business, you must retain skilled counsel and possibly an investment banker (IB) or business broker. Whichever route you take, you need to interview these professionals in order to discern whether they have experience in your industry.
So now that you have your financial books in order and have hired counsel and an IB, you will need to create a digital due diligence room (Data Room) where your updated books and records can be uploaded for visits by suitors after those prospects request and execute a non-disclosure agreement (NDA). Your counsel and IB will reach out to those parties that have been identified by your professionals to likely have an interest and will solicit letters of interest. This process should take 30-60 days. During this time, interested parties will request access to your Data Room to consider whether they would like to submit a letter of interest.
Once letters of interest have been received and evaluated, you as seller should select 2-3 candidates to consider. Alternatively, you can request all those who submitted letters of interest to prepare letters of intent (LOI). An LOI sets forth the principal terms upon which a potential buyer will acquire your business assets or stock. There are tax and valuation aspects to this decision regarding a sale of assets or stock that you should discuss with your CPA or counsel.
Once LOIs are received, you and your counsel can determine whether you are interested in developing a possible bidding war or whether you would prefer to focus on one particular suitor that appears to be the best fit and the most likely to close the deal. Good luck and try to have fun.
March 2024
Business Litigation Issues
Options when limited liability relationships go south
By Gary A. Pemberton
Gary Pemberton is a Partner in Shulman Bastian Friedman & Bui LLP’s Irvine office and the Director of its Litigation Department with over 35 years of business litigation experience.
By combining partnership flexibility with corporate asset protection, the limited liability company (“LLC”) is an extremely popular structure when individuals form a small business. However, as a result of the pandemic’s economic problems combined with recent high interests, we have seen an escalation of LLC infighting and LLC members concluding they can no longer work together. In these situations, the law provides a number of options.
If the LLC members can agree upon terms, one or more LLC member(s) can purchase the membership interests of those members with whom they no longer wish to work. The process is simple and relatively inexpensive, requiring only the amendment of certain LLC documents, a filing with the California Secretary of State and, if done properly, the preparation of a Settlement Agreement that outlines the buyout’s terms and releases to prevent later litigation should a party to the agreement determine he or she entered into the agreement without full knowledge of the LLC’s financial status and prospects.
Also, simple and inexpensive is a voluntary dissolution where the LLC is dissolved, its bills and taxes are paid, and the LLC winds up its affairs. Under California law, unless the LLC’s operating agreement provides otherwise, an LLC can be dissolved upon the vote of 50% or more of the LLC’s voting interests.
Finally, any LLC manager or member can file an action for an order dissolving the LLC and winding up its affairs by demonstrating it is impractical to carry on the LLC with its current Operating Agreement, dissolution is necessary to protect the members’ rights, or the LLC’s management is deadlocked or subject to internal dissension. If such an action is filed, members wishing to avoid dissolution may purchase the complaining members’ interests at their fair market value as determined by three court appointed appraisers.
LLC failures can often be preempted when an LLC is formed by the careful selection of fellow LLC members and the preparation of a wellthought-out Operating Agreement. Our firm has extensive experience in LLC formations, the preparation of Operating Agreements, and when necessary, the dissolution of LLCs. We invite you to contact us if we can be of assistance.
February 2024
Small Business Owners Need To Be Aware Of New Federal Reporting And Filing Requirements
By Mimi Lin
Effective January 1, 2024, all corporations, limited liability companies and other business entities formed or registered to do business in the United States are required to comply with the Corporate Transparency Act (CTA).
The CTA was enacted by Congress to address concerns related to anonymous shell companies and illegal activity like corruption, money laundering, terrorist financing and tax fraud, by increasing ownership transparency.
If you have a corporation, limited liability company, or other business entity that was formed or registered to do business by filing a document with a secretary of state or similar office in any state in the U.S., you will be required to file a beneficial ownership information report (BOI) with the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) unless your company qualifies for one of 23 exemptions. The BOI includes each beneficial owner’s full legal name, date of birth, address and an identifying number from a driver’s license, passport or other approved legal document, as well as a photograph of the document displaying the identifying number.
Most of the exemptions from BOI reporting apply to businesses that are already subject to other federal reporting requirements such as banks, insurance companies, securities brokers or dealers, investment companies or advisers, pooled investment vehicles, accounting firms, and publicly traded companies. However, there are other exemptions, like the “large operating company” exemption or the “inactive entity” exemption that may apply to your company if it meets certain specified criteria.
For reporting companies created or registered to do business prior to January 1, 2024, their initial BOI report must be filed by January 1, 2025. Reporting companies created or registered on or after January 1, 2024, will have 30 days after receiving notice of their company’s creation or registration to file their initial BOI report.
Failure to report complete or updated beneficial ownership information to FinCEN, or the provision of false or fraudulent beneficial ownership information may result in civil or criminal penalties, including fines and imprisonment.
For further information, please contact the law firm of Shulman Bastian Friedman & Bui LLP. Our transactional law practitioners have extensive experience with a broad range of corporate, real estate and business transactional matters. We can help you determine if your company is considered a reporting company and handle the filing of a BOI to ensure compliance with the CTA.
January 2024
Securing Your Family’s Future: The Importance Of Estate Planning
By Holly Ratzlaff
In the state of California, if you own more than $184,500 in assets that are not transferable upon death, your estate will have to go through probate: the costly, time-consuming and invasive legal process where your estate is settled and distributed. If you have not created an estate plan, there is a risk that the distribution of your assets and the beneficiaries that receive them may not reflect your final wishes. In South orange County, it is rare to find houses priced below the threshold for probate. Consequently, without a well-defined estate plan, your family may have to navigate the probate process.
It is important to not only have an estate plan in place but also to understand what you have and why you have it.
Most people are familiar enough with estate planning to know they need one. The phrase “will and trust” is familiar, but many don’t know what each means, whether they need one (or both!) and why they would need either. If you take anything away from this article, take away this: a will does not prevent probate. A will simply instructs the court what your final wishes are as to who you want in charge of your estate and where you want your estate to go. A trust, however, authorizes your chosen successor to act on your wishes outside of the court’s supervision.
Estate planning is not just end-of-life planning. It also ensures that your wishes are met when you can no longer act on your own behalf due to incapacity. A complete estate plan should consist of a trust, will, power of attorney, advanced health care directive and funding documents that place your assets in the trust.
It is important to not only have an estate plan in place but also to understand what you have and why you have it. Estate plans are not “one size fits all.” Blended families, families with minor or special needs children and business owners have specific concerns that should be addressed with their estate plan. And be wary of do-it-yourself planning, which can lead to disastrous tax and capital gains consequences.
If you do not have an estate plan in place, California has one for you. And it may not reflect your wishes. Our team at Shulman Bastian Friedman & Bui LLP specializes in estate planning, probate, trust administration, and estate litigation to protect your family’s future, to offer expert guidance in all scenarios, to provide peace of mind and to ensure your family’s lasting security
December 2023
Mediation Should Be The First Option To Resolve Any Dispute
By Jim Bastian
Jim Bastian is a partner with the Irvine-based law firm of Shulman Bastian Friedman & Bui LLP and serves as a mediator in complex business and financial disputes.
We have disputes in our lives every day. How we resolve those disputes in many respects has a greater impact on us than the dispute itself. The best example of a dispute gone wrong is in Gaza, the latest chapter in a dispute that has been the subject of many wars, but also mediated resolutions. Indeed, the most lasting peace in the Middle East has been the result of mediated settlements. We may have a dispute with a competitor, neighbor, or spouse, which often leads us to hire a lawyer to pursue our rights in court – the legal equivalent of war. While litigation will produce a result, the most efficient result is often achieved consensually through a settlement, and the most common way you will get there is through mediation.
Mediation has a 70-80% success rate with resolutions reached on average within 45 days. Litigation produces a result on average within 18 months and can cost thousands or even millions of dollars. If Apple is taking on Qualcomm over some billion-dollar technology, litigation may make sense, but even those types of disputes settle after mediation.
Mediation should be the first option as the mediation process provides control over the outcome and costs. As I’ve told my clients for nearly 30 years in the profession, you never want to leave your fate in the hands of a stranger in a black robe or 12 strangers in a jury box. Further, the costs of litigation include lost opportunity costs and mental costs that are often immeasurable. By committing to mediation, you control your costs and the outcome. Through mediation, settlement is a voluntary choice, and if you select a good mediator, the mediator will guide the parties to reach a solution that is fair for both sides.
Just as war is expensive and risky, so too is litigation, leaving mediation as the best option. While it is always wise to hire a lawyer if you have a legal dispute, you should direct your lawyer to pursue mediation as it is often the most efficient means to resolve your dispute in less time and for less cost.
October 6, 2023
On October 6, 2023, the Firm sponsored the inaugural CHOC Let’s Talk: Mental Health Luncheon with Sam Rubin and Brooke Shields as the featured speakers. The Firm hopes that its support of this event, will enhance CHOC’s mental health initiatives for future generations.
October 5, 2023
The Firm, led by Shane Biornstad, successfully defeated the plaintiff’s motion for class certification in a Nevada state court lawsuit filed by a former shareholder of a company that owns multiple hospitals in Orange County, California. The motion for class certification would have converted the case from one involving only one plaintiff with a claim for damages allegedly in the hundreds of thousands to a class action lawsuit involving potentially hundreds of former shareholders with alleged damages reaching upwards of $30 million. The Firm’s opposition papers coupled with its oral argument at the hearing on the motion lead the court to deny the motion from the bench and enter findings specifying that that plaintiff failed to sustain his burden of proving by admissible evidence that the proposed class satisfied the requirements of numerosity, commonality, typicality, adequacy, predominance, and superiority.
October 4, 2023
Rika M. Kido, a partner at Shulman Bastian Friedman and Bui LLP, will serve as President for the Orange County Bankruptcy Forum for 2023-2024. Congratulations!
July 10, 2023
SoCal Business Law Firm Inks 6-year Lease Extension with Irvine Company –
Shulman Bastian Friedman & Bui LLP signed a six-year lease extension with The Irvine Company (“TIC”) for its 13,500 square feet space at 100 Spectrum Center Dr. in Irvine. Shulman Bastian has occupied this space since March 2011. Shulman Bastian is a full-service business law firm catering to small and mid-sized businesses and entrepreneurs, with services ranging from commercial litigation, real estate and corporate transactions, and all facets of insolvency related matters. Commenting on the renewed lease, Shulman Bastian’s managing partner Len Shulman noted, “the deal with TIC is fair and reasonable and provides both sides with economic certainty for years to come. TIC’s attention to detail and service is top shelf and made the renewal decision easy.” Shulman Bastian, which just celebrated its 30th anniversary, was represented by John Weiner of CBRE. TIC was represented internally by Jeff Shaw, who commented, “Shulman Bastian is an excellent long-term customer and we look forward to continuing to support their business for the years to come.”
For further information contact Len Shulman at 949-340-3400.
June 8, 2023
Partners Alan Friedman and Melissa Lowe Confirm Subchapter V Plan for Lear Capital, Inc.
On June 8, 2023, the Firm, led by partners Alan Friedman and Melissa Lowe, confirmed a Chapter 11, Subchapter V reorganization plan for Lear Capital, Inc., in the Bankruptcy Court in Delaware. Lear is a retail seller and buyer of precious metals that has been in business for over 20 years. When certain governmental agencies started asserting claims against Lear, it chose to file bankruptcy as a means to corral and resolve those asserted claims. The Plan was the culmination of months of negotiations with various parties, including a committee that had been appointed, and the various state regulatory agencies who asserted claims against the debtor. The Plan was consensual and overwhelmingly accepted by the voting creditors.
March 22, 2023
The Firm, led by partner prevailed at trial in the Los Angeles County Superior Court in a dispute over ownership of real property. Representing the defendant and cross-complainant, the Firm defeated the plaintiff’s claim for full possession of the property, and prevailed in its cross-complaint to divest the plaintiff of half of its interest in the property by establishing that a previous grant deed was partially invalid because of the lack of capacity of the alleged signer and the forgery of that alleged signer’s signature.
March 22, 2023
Shareholder Dispute
Partners Leonard M. Shulman successfully navigated a settlement of not only their client’s recent seven figure arbitration award but also that client’s sale of his 50% interest in a popular gasoline/convenience store along with the underlying land.
March 8, 2023
The Firm, led by Leonard Shulman and Frank Contreras, settled protracted commercial landlord-tenant litigation involving its client and Sprouts on extremely favorable terms post judgment entered against the Firm’s client.
Partners Len Shulman and Mimi Lin assisted a healthcare based company with its acquisition of a large commercial building in Irvine. Cash and assumption of debt places the deal worth over 8 digits.
January 31, 2023
The Firm successfully represented health care provider in action filed against it by general contractor resulting in dismissal of contractor’s action with prejudice, settlement at a fraction of the amount originally demanded by contractor and recordation of releases of mechanics lien and withdrawal of lis pendens on health care provider’s real property.
December 2022
The Firm continued its annual giving tradition of collecting toys to benefit the Laurel Foundation’s annual toy drive and collecting monetary and material donations for the Irvine Animal Care Center. This year, the Firm added a new holiday charitable program to its annual giving: Can you spare some “change” for the holidays? The Firm collected “silver” change which was used to support Miracles for Kids.
November 22, 2022
Led by managing partner Leonard Shulman and associate Max Casal, the Firm confirmed a plan in a challenging Chapter 11, Subchapter V case. Confirmation of the plan allowed a small family owned business to overcome predatory lending practices, reorganize, and continue operating.
November 8, 2022
BAP Affirms Settlement Order Related to Global Settlement of a Significant Claim and State Court Litigation
The Firm prevailed in an appeal to the Bankruptcy Appellate Panel (“BAP”) regarding the Chapter 7 Trustee’s global settlement with a creditor. The settlement provided for mutual dismissals and releases in state court litigation and allowed an approximately $17.7 million claim related to the Debtor’s obligation to indemnify the creditor for payments on a guaranty of the Debtor’s debt to a senior lender. The Appellants, creditors in the estate, objected to the settlement, arguing that their view should be provided deference, and offered to litigate the claim objection. The Appellants raised a new issue on appeal, which the Firm asserted was waived. After briefing and oral argument before the three-judge panel, the bankruptcy court’s ruling was affirmed by the BAP. The BAP found the new issue on appeal was waived and that the bankruptcy court sufficiently considered the required factors and did not abuse its discretion in approving the settlement.
November 7, 2022
The Firm successfully represented corporate shareholder and officer in dissolution of professional corporation resulting in favorable settlement and dismissal with prejudice of action filed against him.
October 4, 2022
One of Shulman Bastian Friedman and Bui LLP’s partners, Rika M. Kido, will serve as Vice President for the Orange County Bankruptcy Forum for 2022-2023. Congratulations!
September 10, 2022
Partner served as a Workshop Judge for the Orange County Bar Association College of Trial Advocacy. A member of the American Board of Trial Advocates (ABOTA) since 2017, instructed and critiqued about 20 attorneys with experience levels ranging from new attorneys to attorneys with decades of experience as to the finer points and processes of jury selection at trial.
May 18, 2022
Shulman Bastian Friedman & Bui LLP (“SBFB”), led by Shane M. Biornstad, a business and civil litigation partner at SBFB, recently assisted its clients recover the full fire insurance policy limits from Rocket Mortgage after Rocket Mortgage failed to timely pay the clients’ annual insurance renewal premium and the property was completely burned to the ground in a wildfire during the brief period after the payment should have been paid and when payment was made several days late and after the property was lost in the fire. After the clients unsuccessfully tried to obtain the insurance company’s acceptance of the late payment and reinstatement of the fire insurance policy and get Rocket Mortgage to agree to cover their loss, the clients retained SBFB to pursue claims against Rocket Mortgage for failure to timely pay the annual renewal premium.
Prior to the loss caused by the wildfire, the clients refinanced the mortgage on their mountain home located near Lake Tahoe in Northern California through Rocket Mortgage. The clients’ loan documents required the clients to pay insurance premiums into an escrow account held and controlled by Rocket Mortgage and in turn Rocket Mortgage promised to timely pay the clients’ insurance premiums using the escrowed funds and comply with the federal Real Estate Settlement Procedures Act (“RESPA”). In addition to the requirements of the loan documents, RESPA required Rocket Mortgage to timely pay the clients’ fire insurance premiums. RESPA also allows borrowers like SBFB’s clients to recover their damages and attorneys’ fees and costs incurred in seeking recovery from a lender who fails to comply with RESPA. Ultimately, despite the fact that the clients’ fire insurance company sent Rocket Mortgage numerous notices about the payment of the renewal premium, Rocket Mortgage failed to pay the renewal premium by the due date. When the clients’ brought to Rocket Mortgage’s attention its failure to pay the renewal premium, Rocket Mortgage immediately made the payment, but it was already several days late, and crucially, the wildfire had already consumed the entire property.
On January 3, 2022, Mr. Biornstad sent Rocket Mortgage a letter demanding that Rocket Mortgage pay the clients the full policy limits of the clients’ fire insurance policy that would have been in place but for Rocket Mortgage’s failure to timely pay the renewal premium, plus the clients’ attorneys’ fees and costs incurred in making claims against Rocket Mortgage. As a result of Mr. Biornstad’s demand letter, Rocket Mortgage immediately obtained replacement insurance coverage for the clients’ which was effective before the date of the fire and provided coverage intended to mirror the coverage that was lost due to Rocket Mortgage’s failure to timely pay the renewal premium. The new insurance company hired counsel to negotiate the terms of a settlement agreement with the clients and Mr. Biornstad and the insurance company’s attorney were able to quickly reach a written agreement that gave the clients everything they were entitled to received, including payment of full policy limits and all attorneys’ fees the clients incurred. As a result of this settlement, the clients did not come out of pocket even one dollar for attorneys’ fees, and they recovered the entire amount possible under their fire insurance policy, including full payment of all coverages for the dwelling, the additional structures, all personal property, and all other related coverages. In addition, Mr. Biornstad was able to successfully negotiate the return of the clients’ insurance premiums paid to Rocket Mortgage that were not actually used to procure insurance coverage and the clients’ monthly mortgage payment was reduced as a result of the elimination of escrow payments relating to fire insurance. SBFB received the settlement payments from Rocket Mortgage’s insurance company on March 14, 2022, just barely two months after Mr. Biornstad sent Rocket Mortgage his initial demand letter. The clients used the insurance settlement funds to pay off their existing mortgage on the destroyed property, with additional funds left over as well.
April 12, 2022
The Firm closes $40 million lending facility for client Supercare, Inc.. Partner, Mimi Lin, headed the engagement with the assistance of Partner, Rika Kido and Paralegal, Pam Little.
April 12, 2022
The Firm recently closed a $30mm financing facility for its client Hanmi Bank. Mimi Lin lead our team for the lending package providing financing for the acquisition and operation of Charter schools. Well done. Len
February 10, 2022
Partners Len Shulman and Rika Kido assisted and helped navigate their client to the successful winning bid to purchase all the Intellectual Property and Litigation Claims held by the bankruptcy trustee in the Bikram Yoga corporate cases. The Firm’s client was one of over a dozen bidders at the live ZOOM auction event held on Feb. 10, 2022.
February 6, 2023
Partners Len Shulman and Mimi Lin assisted its Corona based Healthcare and Real Estate Acquisition company in closing a multi-million-dollar purchase of an Irvine based healthcare service provider along with an affiliated real estate building.
Jan 6, 2022
Firm Closes Reverse Merger: with the assistance of its corporate paralegal Pam Little, our Managing Partner, Leonard Shulman completed the reverse merger for our client MateraCor, Inc. with Bioventrix, Inc.
December, 2021
Shulman Bastian Friedman & Bui LLP (“SBFB”), led by Shane M. Biornstad, a business and civil litigation partner at SBFB, obtained a judgment of dismissal with minimal litigation against a private lender after successfully demurring to the complaint. Archway Capital LLC’s complaint alleged a “term sheet” was an enforceable contract that required SBFB’s client, a potential borrower, to pay a “break-up fee” of $460,000 when the potential borrower rejected the lender’s proposed loan terms and obtained a loan elsewhere. The Court agreed with Mr. Biornstad’s analysis that the term sheet was not an enforceable contract and the potential borrower did not owe the lender anything. The court sustained the demurrer without leave to amend effectively ending the lawsuit at the pleading stage. SBFB’s client was thrilled with the result and the minimal attorneys’ fees incurred to defeat the lender’s attempted hold up.
November 30, 2021
In support of #Giving Tuesday, the Firm pledged and matched every donation its employees made that day. The Firm continues to support philanthropic and charitable causes with its time and financial resources.
November 30, 2021
One of Shulman Bastian Friedman & Bui LLP’s partners, Ryan O’Dea, was elected Secretary/Treasurer for the OCBA Commercial Law & Bankruptcy Section. Ryan will serve as Secretary/Treasurer in 2022 and will move to Chair-Elect in 2023 and Chair in 2024. Congratulations!
October 11, 2021
Shulman Bastian Friedman & Bui LLP Associate Brandon J. Iskander was a featured speaker on October 9, 2021 to the Central District Consumer Bankruptcy Attorneys Association (CDCBAA). In addition to co-authoring detailed written materials, Brandon spoke on decisions inside and outside the Ninth Circuit interpreting federal limitations on homestead exemptions (11 U.S.C. §§ 522(o), (p), and (q).) The application of sections 522(o), (p), and (q) of the Bankruptcy Code will likely be the source of increased litigation between debtors, creditors, and bankruptcy trustees for the foreseeable future in California after the adoption of increased homestead exemptions in the state, effective January 1, 2021.
One of Shulman Bastian Friedman and Bui LLP’s partners, Rika M. Kido, will serve as Treasurer for the Orange County Bankruptcy Forum for 2021-2022. Congratulations!
The California Bankruptcy Forum (CBF) 33rd Annual Insolvency Conference is going virtual in 2021 but will continue to provide high-quality MCLE education and numerous opportunities for networking.
September 21st, 2021
Shulman Bastian Wins Confirmation of Chapter 11 Plan To Pay Over 93% Distribution to Creditors
Shulman Bastian Friedman & Bui LLP (“SBFB”), led by James C. Bastian, Jr. and Melissa Lowe, recently confirmed a fully consensual Chapter 11 plan of reorganization for an ACH processing company that at one time, processed approximately $150 billion in payroll transactions per year. In a case with filed claims of over $34 million, the confirmed plan will result in payment to unsecured creditors of over 93% of their allowed claims. SBFB was also able to negotiate a settlement of various class action lawsuits asserting total damages of over $10 million. The case also involved an interpleader action pending in the District Court in Delaware holding over $16 million in the stake with over 200 stakeholders – namely, clients of the debtor who were entitled to the funds being held by the District Court. SBFB was able to achieve a global resolution of the interpleader which resulted in a quick payment of approximately 88% of creditor claims. Through careful and deliberate planning and negotiation with numerous parties, SBFB was able to broker an entirely consensual plan, all during the heart of the Coronavirus pandemic.
September 17th, 2021
Shulman Bastian Successfully Utilizes Bankruptcy Auction Procedures to Sell the Hearst Estate at Auction for $63.1 Million
On September 14, 2021, Shulman Bastian Friedman & Bui LLP (“SBFB”), led by Lynda T. Bui, with assistance from partners, Alan Friedman and Rika Kido, obtained a final sale price for The Hearst Estate, the primary asset of the TBH19, LLC bankruptcy case, of $63.1 million at a bankruptcy court auction – $16,100,000 over the original offer. The final sale price for The Hearst Estate sets a record as the most expensive home ever sold at auction. SBFB represents Sam S. Leslie, the Chapter 7 Trustee for the TBH10, LLC bankruptcy estate, and through meticulous and strategic planning, obtained a level of success unseen in a sale of over-encumbered real estate, ensuring that the bankruptcy estate will receive a carve-out of nearly $4MM from the sale proceeds for the benefit of the estate and unsecured creditors in what was otherwise an administratively insolvent estate.
August 25, 2021
The Firm successfully represented shareholder and officer of manufacturer resulting in dismissal with prejudice of action filed against her, settlement payment to her and cancellation of multi-million dollar note on which she was an obligor.
James, C. Bastian, Jr., Shulman Bastian Friedman & Bui’s Bankruptcy and Reorganization Practice Area Department Chair will be speaking on a panel during the Young Insolvency Professionals Program on Sunday, May 16th, entitled “Parting Waves: Consensus Building in Bankruptcy”. Please join him if you are available.
When: May 12-16, 2021
Location: Virtual
January 18, 2021
Firm Partner Reappointed to PCRF Board
The Firm’s Co-Managing Partner, Len Shulman, was reappointed to the Board of Directors for the Pediatric Cancer Research Foundation (www.pcrf-kids.org). Founded in 1982 by physicians, parents and community leaders, PCRF has raised over $47 million for cancer research since its inception. Len was previously a member of the Board of PCRF for approximately 10 years, a prior President and was named to the Emeritas Board of PCRF in 2017. Congratulations to Len for his re-appointment to the PCRF Board of Directors!
January 6, 2021
Ocean Institute
The Firm’s Co-Managing Partner, Len Shulman, was appointed as a new member of the Board of Directors for the Ocean Institute (https://oceaninstitute.org). Located on 2.4 acres in the Dana Point Harbor, the Ocean Institute was founded in 1977 as the Orange County Marine in order to hands-on marine science, environmental education and maritime history programs to students and public visitors. Congratulations to Len for his appointment to the Ocean Institute’s Board of Directors!
January 1, 2021
Rika M. Kido Named Partner
The Firm is pleased to announce Rika M. Kido as its newest partner. Rika has been a member of the firm’s Bankruptcy and Reorganization department for 10 years and is a resident of the Irvine office. She has experience in all aspects of bankruptcy, including representing trustees, debtors, creditors, and plaintiffs and defendants in adversary proceedings. Rika is also active in the community where she is holds the positions of Secretary of the Orange County Bankruptcy Forum and Treasurer of the Southern California Network of the International Women’s Insolvency & Restructuring Confederation. Please join us in welcoming Rika as a partner to the Firm.
December 10, 2020
Melissa Davis Lowe Named Director to Federal Bar Association
One of the Firm’s partners, Melissa Davis Lowe, was recently inducted as a Director to the Board of Directors for the Federal Bar Association – Orange County Chapter. Congratulations!
December 8, 2020
The Firm Holds YogaWorks Auction to Nearly Double the Stalking Horse Price
At a Bankruptcy Code section 363 auction that lasted over 13 hours, the Firm’s Alan Friedman and Melissa Lowe, as counsel to debtors YogaWorks, Inc. and Yoga Works, Inc. (the “Debtors”), obtained a final sale price for the Debtors’ assets of nearly double the stalking horse bid. The auction took place on December 7, 2020, via Zoom with 4 bidders and over 30 total people present. The hearing to obtain Bankruptcy Court approval of the sale will take place on December 11, 2020. The Firm anticipates the sale will be approved and once it closes, will provide benefit to the creditors that would not otherwise have been possible without the sale.
September 20, 2020
Shulman Bastian Friedman & Bui LLP Associate Brandon Iskander served as guest speaker to the Orange County Paralegal Association Bankruptcy Section on September 17, 2020 on recent bankruptcy decisions relating to California community property law. Brandon covered decisions within the Central District of California ranging in topic from the community property presumption, the community discharge, transmutations, and the trustee’s strong-arm powers over marital property agreements.
May 18, 2020
Please see the links below to a podcast hosted by Glenn Llopis featuring Jim Bastian discussing the impact of the Covid-19 pandemic on business and society. We hope you enjoy.
The Legacy of the New Normal of the “Personalization Outbreak” podcast
- VIDEO: The Legacy of the New Normal
- AUDIO: The Legacy of the New Normal
December 10, 2019
SBFB Partner Gary Pemberton chaired the Federal Bar Association’s and Association of Business Trial Lawyer’s annual Swearing in Ceremony of new attorney admittees to the U.S. District Court of the Central District of California. Over 100 proud family members, friends and colleagues of the new admittees also attended the event in which District Court Judge James Selna administered the Central District of California oath and Magistrate Judge Douglas McCormick led the champagne toast at the reception that followed. Mr. Pemberton is a member of the Board of Directors of the Federal Bar Association of Orange County and has also served as editor of its newsletter.
October 14, 2019
Shulman Bastian Friedman & Bui LLP Associate Brandon Iskander served as a panel speaker for the Inland Empire Bankruptcy Forum 26th Annual Survey of Consumer Bankruptcy Law held on October 12, 2019, at the Canyon Crest Country Club. Brandon spoke on recent decisions in commercial and California family law and their potential impact on bankruptcy law practitioners.
FOR IMMEDIATE RELEASE:
September 17, 2019
SHB Partner Jim Bastian was the guest speaker for the American Heart Association Heart/Stroke Walk Executive Mixer held on September 17, 2019, at the Newport Beach Country Club. Jim spoke about his personal experience with stroke and cardiovascular disease in helping to raise awareness and funds in support of AHA’s main fundraising event. The American Heart Association Heart/Stroke Walk will take place on March 14, 2020, at Angel Stadium.
For more information on ways you can support this great cause, please click on the following link:
www.OCHeartWalk.com
July 3, 2019
SHB Wins Confirmation of Chapter 11 Reorganization Plan for Steel Subcontractor
On July 3, 2019, the United States Bankruptcy Court for the Central District of California, Riverside Division, Hon. Mark D. Houle presiding, entered an order confirming a Plan of Reorganization in the Chapter 11 case of L.A. Steel Services, Inc., a reinforcing steel subcontractor for heavy highway, bridge and infrastructure construction projects throughout California. Shulman Bastian Friedman & Bui LLP partners Jim Bastian and Melissa Lowe headed the engagement for the Firm. Facing several lawsuits from a former supplier asserting highly disputed claims in excess of $1.8MM and experiencing tight cash flow as a result of not being paid for millions of dollars in extra work on its largest project, LA Steel filed for Chapter 11 protection on July 12, 2018. After months of highly contested proceedings, SHB negotiated a global resolution which resulted in a fully consensual plan, which provides for full payment to all creditors and was confirmed less than a year after the case was filed.
The settlement was reached on the eve of contested evidentiary hearings with respect to plan confirmation and claims objections and resulted in the reduction of the claims asserted by the former supplier’s claim by 85%, resolving years of litigation between the parties. In addition to the resolution of these disputed claims, the confirmed plan incorporated a substantial amendment to LA Steel’s subcontract related to the iconic reconstruction of the Sixth Street Viaduct at Sixth Street in Los Angeles. After several rounds of difficult negotiations to resolve the cash flow issues related to this project, and several court hearings, the confirmed plan also approved the assumption of the amended contract which will provide LA Steel the means to profitably complete the project.
SHB’s efforts in this case would not have been possible without LA Steel’s special construction litigation and contract counsel, Kirsten Worley of Worley Law P.C.
June 10, 2019
SHB Confirms Chapter 11 Liquidation Plan in 8 Months
The Firm’s Leonard Shulman and Melissa Lowe recently confirmed a Chapter 11 liquidating plan for a remanufacturing company of consumer electronics products just eight months after the case was filed. The confirmation of the plan will provide payment to unsecured creditors in less than 10 months after the case was filed; but for the “Federal Shutdown” the case might have been completed within 5 to 6 months. The plan, made possible by a short sale of substantially all of the company’s assets, will provide a material distribution to unsecured creditors. Without the sale, creditors would have received nothing because the assets were severely over encumbered.
January 17, 2019
SHB Assists Client with Disposition of Palomar Airport
Mrs. Shulman and Biornstad assisted their client with over a $70mm valued transfer of the Palomar Airport facility. Delicate banking, real estate and commercial leasing issues were tackled.
Managing Partner Len Shulman Chairs TopSoccer Event at SMCHS on Dec. 8, 2018
November 27, 2018
Shulman Bastian Friedman & Bui LLP Named National Philanthropy Day 2018 Outstanding Small Corporation for Orange County
November 21, 2018
Another successful Thanksgiving Food Drive benefiting OC Food Bank. The Firm thanks everyone who took the time to drop off food and for all the cash and gift card donations!
November 15, 2018
Shulman Bastian Friedman & Bui LLP has been selected as the National Philanthropy Day Small Business for Orange County. This award recognizes the philanthropic efforts made by the Firm including financial support, leadership, and participation as volunteers. “Community service and volunteerism have long been a part of our Firm culture and we are honored to receive this award for the second time” said Managing Partner, Leonard M. Shulman, Esq.
November 2, 2018
Shulman Bastian Friedman & Bui LLP Closes Bankruptcy Sale of Tech Assets in Under 30 days From Inception.
SHB filed a Chapter 11 for Technology Solutions & Services, Inc. (“TSSIA US”) on Oct 2, 2018. After procuring Bankruptcy Court authority for a 363 sale, SHB navigated the pre-closing issues and closed the sale on November 1, 2018 less than 30 days from filing the Chapter 11. TSSI US is a returns management company specializing in high-volume remanufacturing of in-warranty and out-of-warranty consumer electronics products. TSSI US owned 99% of the stock in Technology Solutions & Services SA De CV (“TSSI Mexico”). TSSI Mexico is a “maquiladora” company funded by and controlled by TSSI US. The “Maquiladora Program, under the NAFTA structure gave TSSI US and TSSI Mexico a break on tariffs and provided jobs in Mexico. The sales effort was headed by managing Partner Leonard M. Shulman along with his insolvency partner Melissa Davis Lowe and transactional partner Michael Petersen.
Shulman Bastian Friedman & Bui LLP Extends Lease of its Irvine Spectrum Location
Irvine, Calif. (SEPTEMBER 25, 2018) – Shulman Bastian Friedman & Bui LLP is pleased to announce that it will continue to offer its full range of legal services to businesses and individuals from its offices at 100 Spectrum Center Drive in Irvine, CA. The 13,000 square foot space renewal runs through 2024 and extends an eight-year lease first signed in March of 2011. “We could not be more pleased to work out this lease extension with the Irvine Company,” said Managing Partner, Leonard M. Shulman.
Founded in 1992, Shulman Bastian Friedman & Bui LLP is recognized as one of the most respected and knowledgeable full service business law firms in Southern California. “We have built a great team here with extremely competent and hardworking attorneys,” said Shulman. “This space offers incredible benefits and an environment to retain and attract superior talent while attending to the needs of our clients.”
About Shulman Bastian Friedman & Bui LLP: Shulman Bastian Friedman & Bui LLP offers comprehensive legal solutions to businesses and individuals throughout the state. By assembling a talented group of diverse and highly-trained attorneys, they have expanded to help a wide array of clients in the areas of business organization, litigation, reorganization, insolvency, real estate and corporate transactions.
June 19, 2018
Shulman Bastian Friedman & Bui LLP TO SPONSOR 10TH SARAH DEMILLE 5K MEMORIAL RUN
Shulman Bastian Friedman & Bui LLP is proud to be a gold sponsor in the upcoming 10th Sarah Demille 5K Memorial Run. This event honors the memory of Sarah Demille, a graduate and student athlete of Santa Margarita Catholic Highschool. Sarah was killed in an automobile accident while attending Northern Arizona University. The memorial run is a way to honor her memory, and also raise money to support student athletes with the same love for sports and academics as Sarah through scholarships. So far, there have been 18 students that have been granted these scholarships, and we hope to continue to raise that number.
https://www.smhs.org/support…/signature-events/sarah-demille
WHAT CAN YOU DO IF YOUR SUSPENDED CORPORATION RECEIVES A CHECK?
A corporation may pay a penalty and receive forgiveness for entering into contracts that otherwise would be voidable — but it’s unclear what happens to the person who acts for the corporation. Click here to learn more.
SHB HELPS STAFFING COMPANY BUYS ASSETS IN AN ABC.
Leonard Shulman, managing partner at SHB, assisted ACS Staffing Inc,. with its acquisition of assets from Credit Management Association, as assignee, subsequent to the activation of an assignment for the benefit of creditors by AMR Staffing, Inc. The deal closed March 23, 2018.
LION’S HEART RECEIVES $10,000 FROM Shulman Bastian Friedman & Bui LLP IN SUPPORT OF TEEN VOLUNTEERS AND LEADERS
IRVINE, Calif. (March 1, 2018) – Lion’s Heart is thrilled to announce it has received a $10,000 corporate partner sponsorship from the esteemed Orange County law firm, Shulman Bastian Friedman & Bui LLP. These funds will support the cultivation of age-appropriate service projects for over 10,000 empowered teen Members across the country as well as support general law and business counsel for the organization.
Over the past six years, Lion’s Heart teen Members have served over 850,000 community service hours in nearly thirty states, providing support for a wide variety of local causes–including animal care, children’s health, environmental protection, military support, senior advocacy, and so much more.
“Lion’s Heart helps teens understand the value of giving back while discovering the power they have inside themselves to contribute meaningfully to this world–now and for a lifetime,” says Terry Corwin, Lion’s Heart Founder and Executive Director. “We are so excited to have the support of Shulman Bastian Friedman & Bui LLP. With their help, thousands of teens will have more opportunities to discover empathy, collaborate with others, and practice leadership. All by experiencing service opportunities in their own neighborhoods.”
Support teens in action by forming a Lion’s Heart chapter in your neighborhood, becoming a Member, or requesting Lion’s Heart teen volunteers to support your cause. For more information, visit www.lionsheartservice.org today!
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About Lion’s Heart
We are Lion’s Heart: teens dedicated to positive social impact. We are a national nonprofit that provides 5th-12th grade students with local service opportunities that help them build a strong community service portfolio. Teens can track hours, earn leadership awards, and export their service portfolio to use on scholarship, college, and career applications. We are over 10,000 Members strong with new chapters forming every day across the United States! To form a chapter in your neighborhood, become a Member, request volunteers for your cause, or become a corporate partner, visit www.lionsheartservice.org.
CONTACT
Emma Donahue
Marketing Manager
[email protected]
800-894-8877
March 1, 2018
Shulman Bastian Friedman & Bui LLP ENHANCES ITS CHAPTER 11 PRACTICE BY ADDING VETERAN ALAN FRIEDMAN
Shulman Bastian Friedman & Bui LLP has brought tremendous depth and experience to its Chapter 11 practice with the addition of its new partner, Alan Friedman. Mr. Friedman was formerly a partner with Irell & Manella and most recently with Lobel Weiland Golden Friedman LLP. James Bastian, head of Shulman Bastian Friedman & Bui LLP‘s Insolvency practice group noted, “We had the desire and opportunity to bring a highly valued attorney to our practice group and in Alan Friedman we have added 30 plus years of experience in high-end Chapter 11 cases. Many experts believe Chapter 11 filings might be on the increase in the coming years and with Alan on our team, we will be well positioned to assist clients in need of creative, but cost effective help.” Leonard Shulman, Managing Partner of Shulman Bastian Friedman & Bui LLP added, “We view the Chapter 11 area as a growth area for our Firm and by adding Alan Friedman, we believe there are few Insolvency departments in southern California that can match our level of experience, talent and competitive rates.”
Shulman Bastian Friedman & Bui LLP is a full service business law firm founded in 1992 with offices in Irvine and Riverside. For more about the firm visit www.shbllp.com.
February 22, 2018
Managing Partner, Len Shulman, was a featured speaker before the OCBA Commercial Law and Bankruptcy section on “May it Rest in Peace? Filing a 7 for a Corporate Entity.” Mr. Shulman routinely lectures on commercial law and bankruptcy issues.
November 6, 2017
Associate Brianna Frazier was elected to the Board of Directors of the Boys & Girls Clubs of Capistrano Valley on October 26, 2017. The Boys & Girls Clubs of Capistrano Valley has dedicated youth facilities in Aliso Viejo, Rancho Santa Margarita, and San Juan Capistrano that are staffed by full-time youth development professionals and serve, on average, over 400 children per day.
October 4, 2017
Ninth Circuit Upholds Non-Dischargeable Judgement Obtained by the Firm
James C. Bastian, Jr., and Melissa Lowe successfully defended an appeal to the Ninth Circuit Court of Appeals by the debtor on a judgment against the debtor for non-dischargeability of a debt. On October 4, 2017, the Ninth Circuit Court of Appeals entered its judgment affirming the Ninth Circuit Bankruptcy Appellate Panel’s decision to uphold the Bankruptcy Court’s summary judgment in our client’s favor, meaning the debt it is owed is non-dischargeable under Bankruptcy Code Section 523.
September 25, 2017
Managing Partner, Len Shulman, was elected President of the Monarch Bay Land Association on Sept. 23rd. The MBLA assists the 123 leaseholder residents in Monarch Bay with the process of exercising their option to purchase their respective land purchases, which options are required to be exercised by 12/31/2020. All told, the transaction will involve upwards of $250,000,000.
September 17, 2017
WHY RESIDENTS ARE WORRIED ABOUT SALE OF ALTAVITA VILLAGE, A RIVERSIDE RETIREMENT COMMUNITY – Click attached for FULL ARTICLE
August 29, 2017
Shulman Bastian Friedman & Bui LLP Cares for Houston
With family, friends and first responders living in the greater Houston area, SHB wants to do its part to assist those in need as a result of Hurricane Harvey. Shulman Bastian Friedman & Bui LLP has chosen the Greater Houston Community Foundation wherein Houston Mayor Turner established the Hurricane Harvey Relief Fund https://ghcf.org/ (Tax ID 23-7160400) and the Austin Pets Alive https://www.austinpetsalive.org/hurricane-harvey-evacuations/ (Tax ID 68-0480736) as its target beneficiaries. Food and necessities provided by GHCF are desperately needed and there are hundreds if not thousands of animals that are now homeless. Shulman Bastian Friedman & Bui LLP‘s goal is to raise $50,000 in the aggregate for these two excellent charities. To kick things off, Shulman Bastian Friedman & Bui LLP pledges $5000 to each charity. Please go on to either or both of the websites to donate and please send us a copy of the email receipt so we can track our progress. Just think about how you will be spending your Labor day weekend compared to those in the great Houston area. Please help us help them.
Leonard M. Shulman
July 23, 2017
Complimentary Business Organization and Law Presentation – Click attached for more info
February 23, 2017
The Firm’s Managing Partner, Len Shulman, was named to the Emeritus Board of the Pediatric Cancer Research Foundation. Len was a Board member for approximately 10 years and served at President of such for 2 of those years. Click here to learn more.
This year, the Firm will be assembling a team for the upcoming Reaching for the Cure Half Marathon, 10K, 5K, Kids Run benefiting Pediatric Cancer Research Foundation March 26, 2017, which will be held at Irvine Valley College. JOIN OUR TEAM!!! Also, if you enter SHB2017 in the code box you will get 15% off your registration fee. The 5k walk starts at 9:30 a.m. We will also have a booth at the event and team shirts. Click on link to join the Firm’s team. This event offers something for everyone from bike tour to various run and walk events, each in a variety of distances.
Pediatric cancer is an area of research that is severely underfunded by the NIH. It is up to private donors and companies to advance the mission of improving the care, quality of life and survival rates of children with malignant disease. We need your support so please do anything you can – join our team, register as an individual or make a donation on our Firm’s behalf. The goal is to have one of the largest teams and raise amongst those teams the most money. The employee at SHB who raises the most money in support of our team will receive a $500 AE Gift Card.
Thank you so much for all of your support and I personally look forward to seeing you at Reaching for the Cure Run!
When Don Yee, a noted sport agent and attorney whose clients include Tom Brady, was exploring the idea of a new professional football league, he reached out to Jim Bastian, his friend of nearly 30 years, to discuss the opportunity. That discussion led to Don’s engagement of Shulman Bastian Friedman & Bui LLP to provide legal services related to the creation of Pacific Pro Football. The launch of Pacific Pro Football was widely publicized and reported by numerous news outlets including ESPN, the Wall Street Journal and New York Times. The league aims to provide an alternative to college football for players less than four years removed from high school. For more information please consult Pacific Pro Football ‘s web site at http://www.pacprofootball.com. For more information on Shulman Bastian Friedman & Bui LLP please visit our website at www.shbllp.com
The FBAOC is an organization committed to meeting the needs of federal practitioners in Orange County by sponsoring important “Bench and Bar” events, CLE events and other social events. These events all focus on issues relevant to federal practitioners and provide an important bridge between our federal judges in Orange County and the attorneys who practice before them.
Sale of assets of wholesale distributor of natural less sodium sea salts at public auction to take place on December 8, 2016 at 10:00 a.m. Please click here for details.
Acquisition of Coshocton Hospital in Ohio Out of Chapter 11 closes
The Firm represented Prime Healthcare Foundation Inc. in connection with its acquisition of substantially all of the operating assets of Coshocton Hospital in Ohio. Prime was the successful bidder acquiring the hospital and all of its ancillary real and personal property assets for over $10mm through a bankruptcy court approved sale. The Firm’s transactional and bankruptcy team, comprised of Michael Petersen and Len Shulman headed the engagement.
Jim Bastian and Ryan O’Dea on “Structured dismissals and gift plans”
Jim Bastian and Ryan O’Dea were on a panel for the Orange County Bar Association Commercial Law and Bankruptcy Section, entitled “Structured Dismissals and Gift Plans” An Exercise in Judicial Efficiency or Improper Subversion of the bankruptcy Code?” on October 13, 2016 with the Hon. Erithe Smith, United States Bankruptcy Judge for the Central District of California. The panel discussion covered the background and implications of In re Jevic, a decision on appeal before the United States Supreme Court. For more information on this panel, click here.
The Firm represented Prime Healthcare Foundation in its acquisition of Coshocton Hospital out of Chapter 11.
The Firm represented Prime Healthcare Foundation in its acquisition of Coshocton Hospital out of Chapter 11. Len Shulman and Mike Petersen handled all aspects of the transaction including assisting Prime with its due diligence, preparing and revising all operative transactional documents, addressing various regulatory matters and securing bankruptcy court approval of the transaction.
Rika M. Kido, an associate of the Firm, was recently named to the Board of Directors of the Orange County Bankruptcy Forum.
Chapter 11 Plan Confirmed for American Spectrum Realty, Inc.
James C. Bastian, Jr., assisted by Melissa Lowe, recently confirmed a Chapter 11 liquidating plan proposed jointly by the debtor and by the creditors who forced the debtor into bankruptcy who the Firm represented. The plan is the result of many months of intense negotiations among the debtor, the petitioning creditors and the committee of creditors. The plan was confirmed over very late objections of the IRS and FTB and will allow the assets of the debtor to be liquidated over time and payments made to creditors.
Leonard Shulman and Michael Petersen represented Michael (Mike) Harrah in his quest to acquire the Orange County Register newspaper.
Initially this representation involved preparing and submitting a bankruptcy auction bid for the media and related real estate assets on March 11 th. The Firm prepared a full set of bid documents including Asset Purchase Agreement and extensive exhibits. The Firm also provided support on the financing front, preparing loan documents for purchase funding for Mr. Harrah’s acquisition entity.
On Monday following the March 11 th auction, the Debtor selected a stalking horse and required that all parties who wished to participate in the auction file a modified bid. Again, the Firm worked diligently into the night in order to file a revised Asset Purchase Agreement on different terms. The second bid was timely submitted securing an opportunity to bid at the auction held Wednesday March 13.
Ultimately Digital First Media (“DFM”) was selected as the winning bidder. Mike Harrah reached out to DFM and on March 23 rd struck a business deal to acquire, the Register’s Orange County real estate assets, related personal property, and to lease the office building and print facility to DFM. Closing had to take place with a week and a day. The Firm then proceeded to negotiate and document these complex transactions, which closed almost concurrently with DFM closing of the purchases of all the assets from Freedom Communications.
Melissa Davis Lowe named to the Board of Directors of the First Tee of Orange County
Melissa Davis Lowe, a partner of the Firm, was recently named to the Board of Directors of the First Tee of Orange County, an organization dedicated to providing access to golf to all young people and providing them with character-building and life skills lessons through the game of golf.
Michael J. Petersen Elected to Board of Directors
Shulman Bastian Friedman & Bui LLP is pleased to announce that Michael (Mike) J. Petersen has been elected to the board of director of the Irvine Chamber of Commerce. Mike will officially begin serving his 3 year term on July 1, 2016. Mike lives and works in Irvine and is looking forward to this opportunity to be of service to Irvine and its business community.
Shulman Bastian Friedman & Bui LLP names 2 new partners.
Irvine, California based Shulman Bastian Friedman & Bui LLP, a full-service business law firm, is pleased to announce that Melissa Davis Lowe have been named partners in the firm.
Ms. Lowe focuses her practice on insolvency, reorganization and bankruptcy litigation. She joined the firm in 2007 following her graduation from Loyola Law School and before that, completing her undergraduate studies at the University of Arizona. She also possesses an LLM in Tax from Loyola Law School. Ms. Lowe is a past president of the Orange County Bankruptcy Forum and former member of the Board of Directors of the California Bankruptcy Forum. She has also been active with the Junior League of Orange County and The First Tee of Orange County.
“We are so excited to have these two wonderful lawyers as partners,” said Leonard Shulman, SHB’s managing partner. “They have both been tremendous assets of the firm to this point and we felt that based upon their accomplishments, relationship with clients, status in the legal community, and other intangible attributes, it was time to bring both of them within our partnership ranks.”
“Melissa has proven herself to be a talented and pragmatic insolvency and bankruptcy practitioner,” said Jim Bastian, who leads the firm’reorganization and bankruptcy practice area. “She is well respected by clients as well as her peers and has stood out as a leader in the Southern California bankruptcy community for several years.”
To learn more about Ms. Lowe and generally about Shulman Bastian Friedman & Bui LLP, please visit www.shbllp.com.
THE FIRM CONGRATULATES, PARTNER, JAMES C. BASTIAN!
Congratulations to Partner, James C. Bastian for being recognized as an individual 2015 Honoree for the 30th Annual National Philanthropy Day – Orange County. National Philanthropy Day has become the most prominent philanthropic recognition event in Orange County, with more than 1,000 honorees since its inception in 1986. This year marks the 30th Anniversary of National Philanthropy Day, which began when President Ronald Reagan proclaimed this special day honoring top philanthropists and business leaders. Jim has been invited to an awards luncheon on November 19, 2015 to celebrate this achievement. The Firm is honored to have one of their named partners chosen as an individual honoree. Congrats!
In re Crown Polymers, LLC
The Firm, through the efforts of Len Shulman, procured approval of a combined plan and disclosure statement, jointly proposed by the debtor and the Firm’s client, resulting in the acquisition of the debtor by the Firm’s client. Confirmation of the plan and approval of the disclosure statement was obtained in approximately 75 days from the filing of the Chapter 11. The plan provides for the payment of all administrative and priority claims along with a material distribution to general unsecured creditors. As a consequence of confirmation of the plan, the Firm’s client became the owner of all of the debtor’s assets.
Success on Motion for Summary Judgment
Len Shulman and Melissa Lowe, representing a Chapter 7 trustee, prevailed in obtaining summary judgment on a constructive fraudulent transfer and declaratory relief action such that the trustee will now be able to sell a piece of real property with over $500,000 of equity to use to benefit creditors and the bankruptcy estate.
Chapter 11 Plan Confirmed
On June 16, 2015, Melissa Lowe and Jim Bastian, representing the Official Committee of Unsecured Creditors, confirmed a Chapter 11 Liquidating Plan of Reorganization which had been proposed jointly with the debtor.
Revocation of Discharge Obtained
On June 24, 2015, Melissa Lowe and Len Shulman were successful in obtaining judgment on behalf of Karl T. Anderson, the Chapter 7 trustee in the case, to revoke the discharge of two debtors who sold assets of the bankruptcy estate post-petition without the trustee’s knowledge and after the trustee had made demand for turnover of such assets. The judgment results in the non-discharge of over $400,000 in unsecured claims filed in the bankruptcy estate.
FIRM SUCCESSFULLY REPRESENTS CALIFORNIA’S LARGEST CAR DEALERSHIP
The firm’s litigation department successfully represented one of California’s largest car dealerships in obtaining and collecting a judgment against a number of auto collision repair facilities for irregular billing and unfair business practices.
FIRM SUCCESSFULLY DEFENDS REAL ESTATE INVESTMENT PARTNERSHIP
The firm’s litigation department successfully defended a real estate investment partnership against claims by a large nationally recognized bank for breach of contract arising out of a failed trustee foreclosure sale.
FIRM REPRESENTS FOOD AND BEVERAGE FLAVORING SPECIALIST
The firm represented a food and beverage flavoring specialist in negotiations and documentation of a shareholder buy sell transaction and avoided litigation relating to certain non compete and non solicitation provisions in the contracts. The firm is now pursuing claims on behalf of the client for misappropriation of her trade secrets and intellectual property.
FIRM SUCCESSFULLY DEFENDS DENTAL PRACTICE MANAGEMENT COMPANY
The firm successfully defended one of the country’s largest dental practice management companies against claims of unfair business practices and allegations of unlawful corporate practice of medicine.
FIRM OBTAINS MULTIMILLION-DOLLAR LEGAL MALPRACTICE SETTLEMENT
Shulman Bastian Friedman & Bui LLP recently obtained a multimillion-dollar settlement in a legal malpractice case it was prosecuting against a large national law firm that arose out of the defendants’ alleged failure to recognize various conflicts of interest in documenting a series of real estate investments for multiple parties.
FIRM SUCCESSFULLY DEFENDS AUTOMOBILE DEALERSHIPS
SHB LLP successfully defended a number of automobile dealerships against consumer claims alleging unfair business practices and improper documentation of leased vehicles.
FIRM NEGOTIATES RESOLUTION FOR DA IN RIVERSIDE
The firm’s litigation department successfully negotiated a resolution of allegations by the office of the District Attorney in Riverside regarding the issue of unfair business practices in the context of print advertising and the alleged practice of rebate stacking.
FIRM REPRESENTS GENERAL CONTRACTOR
The litigation department successfully represented a general contractor against claims of substandard work and the improper recording of liens against real property. The claims were dismissed and the contractor was paid for the services performed.
DISPUTE BETWEEN SHAREHOLDERS OF A LARGE FAMILY OWNED BUSINESS
A dispute between shareholders of a large family owned business resulted in a successful buy sell agreement whereby the firm’s client was the successor owning and operating the entire company.
FIRM DEFENDS PLASTIC BOTTLING MANUFACTURER
Shulman Bastian Friedman & Bui LLP recently defended one of California’s largest plastic bottling manufacturers against product liability claims and obtained a dismissal of the case without the client paying any money.
FIRM REPRESENTS VITAMIN AND SUPPLEMENT DISTRIBUTOR
The litigation department recently represented a local vitamin and supplement distributor and successfully defended it against claims of tainted product and other allegations of product liability. The firm was also successful in collecting monies owed the client for the product sold.
FIRM NEGOTIATES SETTLEMENT FOR CLAIMS OF CORPORATE PIRACY, UNFAIR BUSINESS PRACTICES AND MISAPPROPRIATION OF TRADE SECRETS
A large national value added reseller of computer hardware and software products and a number of its executives were sued for claims of corporate piracy, unfair business practices and misappropriation of trade secrets. The firm was able to negotiate a favorable settlement that resulted in a dismissal of all claims.
FIRM IS PURSUING RECOVERY OF FEES AND COSTS FOR DEFENDING PRESIDENT AND CEO OF CALIFORNIA MANUFACTURER
The President and Chief Executive Officer of a large California based manufacturer was sued for alleged wrongful conduct relating to employment practices and the mishandling of worker’s compensation claims. The firm obtained a defense verdict at trial and is currently pursuing the recovery of the fees and costs incurred in having to defend the case.
FIRM SUCCESSFULLY SETTLES CLASS ACTION REPRESENTING A NUMBER OF RESTAURANT CHAINS
The firm recently represented a number of restaurant chains and successfully settled class action claims arising out of alleged rest and meal time violations.
CLAIMS AGAINST MULTIPLE INSURANCE COMPANIES SETTLED
The firm’s litigation department recently prosecuted and successfully settled multiple claims against insurance companies for alleged breach of contract and insurance bad faith relating to coverage under comprehensive general liability insurance policies purchased by its automobile dealership, fast food restaurant, and manufacturing clients.
FIRM SUCCESSFULLY DEFENDS CLIENT AGAINST CLAIMS OF SEX DISCRIMINATION, WRONGFUL TERMINATION AND LABOR CODE VIOLATIONS
The firm successfully defended one of its manufacturing clients against claims of sex discrimination, wrongful termination, and labor code violations.
FIRM SUCCESSFULLY DEFENDS AUTOMOBILE DEALERSHIP
Shulman Bastian Friedman & Bui LLP successfully defended one of its automobile dealership clients against claims of wrongful termination, gender discrimination and violations of the labor code.
FIRM ASSISTS NEGOTIATION AND DOCUMENTATION
The firm assisted with the negotiation and documentation of a high level executive employment contact for its client that was hired to become President and CEO of a multi billion dollars holding company based out of the southwest.
FIRM SET ASIDE A MULT-MILLION DOLLAR DEFAULT JUDGMENT
The firm successfully set aside a multi-million dollar default judgment that was entered against its real estate investment company client by showing the fraudulent nature of the pleadings and exhibits submitted to the court. The case was ultimately settled for a very small fraction of what was sought against the client.
FIRM DEFENDS HOSPITAL CLIENTS
The firm recently defended one of its hospital clients against alleged unfair business practices and claims of unlawfully balance billing patients for emergency room services. The case was ultimately dismissed against its client.
FIRM REPRESENTS POLYMER COMPANY
The firm represents one of the country’s largest polymer companies and successfully handled the negotiation and documentation of a purchase of a competitor business out of bankruptcy.
FIRM DEVELOPS HIPAA COMPLIANCE POLICY AND TRAINING MATERIALS
The firm developed a high tech HIPAA compliance policy and training materials for one of its health case start up clients.
Effective February 2, 2015, our street address has changed
Please note our office did not move from its current location. The Firm’s new address is 100 Spectrum Center Drive, Suite 600, Irvine, CA 92618
Firm Successfully Represents Hospital Purchaser
Following five hours of argument and testimony and the resolution of nine objections, the Firm is pleased to announce that on June 23, 2014, the Bankruptcy Court for the Northern District of West Virginia approved the $15.3 million sale of Fairmont General Hospital to the Firm’s client, Alecto Healthcare Services Fairmont.
Mark Bradshaw
Partner
June 23, 2014
CONGRATULATIONS, Shulman Bastian Friedman & Bui LLP!
Shulman Bastian Friedman & Bui LLP, a Southern California based full service business law firm, is proud to be recognized by the Orange County Business Journal as one of the Best Places to Work in Orange County in 2014! We are very fortunate to have many great attorneys and staff that help make our firm a great place to work. Thank you for the recognition.
Trial Victory on Discharge Action in Bankruptcy Court
SHB represented a Chapter 7 bankruptcy in a trial in the United States Bankruptcy of the Central District of California resulting in a successful objection to a debtor’s discharge. The debtor’s discharge was denied under Bankruptcy Code Section 727(a)(2) based on a showing that debtor transferred property of the bankruptcy estate within one year of the bankruptcy filing with the intent to hinder, delay, or defraud his creditors and under Section 727(a)(3) based on a showing that the debtor failed to maintain records by which the Chapter 7 trustee could ascertain the debtor’s financial condition and business transactions. The Court found the debtor to not be credible based on his testimony at trial which contradicted the debtor’s previous statements under oath. The debtor has nearly $6 million in unsecured claims which will not be discharged in the case.
Melissa Davis Lowe
Attorney
FOR IMMEDIATE RELEASE
IRVINE, California — California law firm Jeffer Mangels Butler & Mitchell LLP and the name partners of California law firm Shulman Bastian Friedman & Bui LLP have announced the formation of 9019 Bankruptcy Arbitration and Mediation ( 9019BAM!), a mediation and arbitration service focusing on the resolution of complex bankruptcy and commercial disputes.
“With the right mediator or arbitrator the process should work for all involved”
9019BAM! provides a panel of independent mediators and arbitrators from numerous law firms, who are experienced commercial and bankruptcy trial lawyers as well as experienced neutrals.
“Evaluative mediation is usually favored by participants in bankruptcy and commercial dispute resolutions,” said veteran trial lawyer John Graham, a partner at Jeffer Mangels Butler & Mitchell LLP and co-manager of 9019BAM! “Our neutrals have the depth and experience to deliver the type of recommendations and opinions that matter when the parties need to know what might occur should the case go back to court.”
Graham also noted that “Bankruptcy Rule 9019(c) allows contested matters, including discovery disputes, to be resolved by arbitration if the parties agree. This provision is vastly underutilized, but can provide in certain cases a more efficient resolution process than the courts. Valuation disputes in particular lend themselves to resolution in this manner, especially through ‘baseball style arbitration’ where the arbitrator will select one party’s figure or the other’s.”
“As a practicing lawyer, I know how frustrating it can be to clients who have to wait for months for a trial date, due to backlogs in courts throughout California,” said 9019BAM! co-manager, Leonard Shulman, a partner at Shulman Bastian Friedman & Bui LLP. “Mediation or arbitration can provide a quicker result, but lawyers can be reluctant to use neutrals who don’t have the specialized experience required for certain complex matters. That’s where we come in.”
Lawyers looking for the right mediator or arbitrator can visit the 9019BAM! website, review the background and experience of available neutrals, and click on “Schedule a Neutral,” to view the selected neutral’s calendar, in real time. This allows lawyers to schedule their mediation or arbitration on consecutive days, at a time that is convenient. This unique online calendaring system allows parties to propose and confirm dates and easily address the complicated scheduling issues that often hinder the mediation and arbitration process.
“With the right mediator or arbitrator the process should work for all involved,” said Graham. “If we cannot add value to the mediation or arbitration by providing a specialist who fits the case, we will not take the matter.”
Contacts:
9019BAM!
Leonard Shulman, 855-900-9019
[email protected]
or
John A. Graham, 855-900-9019
[email protected]
Shulman Bastian Friedman & Bui LLP brought and prevailed on litigation declaring the money judgments to be forever nondischargeable
Several executives of a prominent local manufacturing company made the ill-conceived decision to leave their company and take with them its protected trade secrets ultimately resulting in judgments being entered against them in state court for many millions of dollars. When they then filed bankruptcy to attempt to escape liability, Shulman Bastian Friedman & Bui LLP brought and prevailed on litigation declaring the money judgments to be forever nondischargeable. It is critical for anyone pursuing litigation claims to set up the case to ensure any later non-dischargeable claims are preserved. The attorneys at Shulman Bastian Friedman & Bui LLP have the expertise necessary to protect your assets and forever pursue those who attempt to interfere with them.
John Mark Jennings
Attorney
SHB is currently representing a landlord
The Firm is currently representing an Orange County based commercial real estate landlord with the negotiation and documentation of an office lease for approximately 65,000 square feet. The proposed premises constitute a substantial portion of an office building located in Corona, California. Shulman Bastian Friedman & Bui LLP‘s real estate and transactional lawyers previously represented the same client with respect to its acquisition of the commercial office building.
Paul Ocampo
Attorney
In the case In re Octavio Ortiz, Case No. 2:13-bk-26239-TD
In the bankruptcy case In re Octavio Ortiz the firm assisted the Chapter 7 Trustee with closing escrow on the sale of real property in Arizona. In addition to providing its legal expertise regarding a sale of real estate outside of California, the firm worked with the Trustee and his broker to maximize the net proceeds received from the sale. The sale resulted in sufficient funds in the bankruptcy estate to allow the Trustee to pay all creditors in full, with a surplus to the Debtor.
Rika Kido
Attorney
The transactional department has advised a client regarding a lender’s demand
The transactional department has advised a client regarding a lender’s demand for default interest based upon a failure to comply with a covenant to change property management companies. The lender suffered no damages as a result of the failure to change property managers as the each payment was timely made and the loan was repaid upon maturity. Arguments include that the default interest is an unenforceable penalty and disproportionate to any damages.
Hospital Landlord Financing
Hospital Landlord Financing – Shulman Bastian Friedman & Bui LLP represented Pacific Coast Holdings, LLC in connection with a new $49 million financing of its hospitals and medical office buildings including Western Medical Center and Costal Communities hospitals both located in Santa Ana, CA, Western Medical Center hospital in Anaheim, CA and Chapman Medical Center in Orange, CA. All are leased to and operated by Integrated Health Care Holdings, Inc.
Alecto Healthcare Services
We are pleased to announce that Alecto Healthcare Services has retained the Firm to assist it with the acquisition of Fairmont General Hospital in West Virginia. The Firm will be working closely with the legal and management team of Alecto to negotiate, document and obtain court approval of the sale transaction.
The Firm Successfully Prosecuted a Lawsuit on Behalf of its Dubai Based Investor Group
The firm successfully prosecuted a lawsuit on behalf of its Dubai based investor group client by obtaining a judgment against a high end sand rail and off road racing company based in Riverside, California. The firm’s client invested several hundreds of thousands of dollars in the local outfit that breached various agreements regarding the investment and pay back of the monies. The firm is currently taking efforts to collect the judgment on behalf of its client.
Mission Hospital Foundation will hold its 22nd Annual Golf Classic
June 19, 2014
On June 19, 2014, the Mission Hospital Foundation will hold its 22 nd Annual Golf Classic at Pelican Hill in Newport Coast. Jim Bastian is returning to serve as chair of this event after serving in the same role in 2013. SHB is a proud sponsor of this tournament, which netted over $380,000 in 2013. For more information about how you can participate or support this great cause, visit www.missionfoundationevents.com/
June 4, 2014
On June 18, 2014, Len Shulman will be a panelist at the Orange County Bar Association, Commercial Law & Bankruptcy Section luncheon on Recent Developments in Chapter 11.
The Firm will be attending the 26th Annual California Bankruptcy Forum to be held on May 16 to May 18, 2014, in Santa Barbara, California
May 16, 2014
The Firm will be attending the 26 th Annual California Bankruptcy Forum to be held on May 16 to May 18, 2014 in Santa Barbara, California. Senior Associate Melissa Lowe serves this year as one of the Educational Co-Chairs for the event. The CBF will present some wonderful education programs covering a variety of topics in both commercial and consumer bankruptcy. Kevyn Orr, the emergency manager of the Detroit, Michigan bankruptcy, will be the Keynote speaker for the program. It is sure to be a very interesting presentation.
James C. Bastian, Jr. and Melissa Davis Lowe published in California Bankruptcy Journal
May 12, 2014
Mr. Bastian and Ms. Lowe’s article entitled “Who’s On First? How the Insolvency of a Construction Company Can Change the Priorities of a Secured Creditor – Even When it has Fully Perfected Lien Rights!” was published in Volume 33, Number 1, 2014 of the California Bankruptcy Journal in May 2014. The article discusses the priorities of creditors when a construction company becomes insolvent or files for bankruptcy and the differences between a construction company working on public works projects versus private jobs. The article further discusses preference actions and the effect on certain defenses to preference actions in a case of a debtor whose jobs are public works projects.
The Firm successfully settled a $4.3 million avoidance action
April 16, 2014
On April 16, 2014, the Firm successfully settled a $4.3 million avoidance action against its client for less than one percent of the amount in controversy. Our client, an internet advertiser, rendered services to an entity allegedly affiliated with a chapter 11 debtor-in-possession. Subsequent to a Chapter 7 conversion of the debtor’s bankruptcy, the duly appointed Chapter 7 Trustee sought to avoid all payments to our client under the theory that said payments were made by an alter ego of the debtor operating outside the bankruptcy and in usurpation of corporate opportunities.
Spirit of Volunteerism Award
April 9, 2014
On April 9, 2014, Jim Bastian was honored with a Spirit of Volunteerism Award, by OneOC, a non-profit organization committed to promoting volunteerism throughout Orange County. Jim was nominated for this award by the Mission Hospital Foundation, for which Jim serves on the board of directors and is chair of its upcoming 22 nd annual Golf Classic. You can learn more about this award through the attached link. http://spiritofvolunteerism.wordpress.com/2014/02/28/honoree-2014-jim-bastian/
SHB represented Perfect Galaxy and its affiliate China Great Wall Energy (collectively “Great Wall”)
March 20, 2014
On March 20, 2014, the United States Bankruptcy Court for the District of Delaware entered an order allowing for the final closing steps to proceed in connection with the acquisition of substantially all of the assets of Satcon Technology’s assets by SHB client Perfect Galaxy Ltd. Shulman Bastian Friedman & Bui LLP represented Perfect Galaxy and its affiliate China Great Wall Energy (collectively “Great Wall”) in connection with vendor claims in excess of $40MM in the chapter 11 bankruptcy case commenced by Satcon in late 2012. With SHB’s assistance, Great Wall first provided post-petition vendor financing to Satcon and then ultimately, Shulman Bastian Friedman & Bui LLP helped broker a settlement among the bankruptcy trustee, Charles Forman and Satcon’s secured lender, Silicon Valley Bank, which resulted in Great Wall’s acquisition of substantially all of Satcon’s assets. Jim Bastian led the firm’s bankruptcy representation and Mike Petersen handled various aspects of the transaction including financing, sale and closing documentation.
Hospital Landlord Financing
March 20, 2014
Shulman Bastian Friedman & Bui LLP represented Pacific Coast Holdings, LLC in connection with a new $49 million financing of its hospitals and medical office buildings including Western Medical Center and Costal Communities hospitals both located in Santa Ana, CA, Western Medical Center hospital in Anaheim, CA and Chapman Medical Center in Orange, CA. All are leased to and operated by Integrated Health Care Holdings, Inc.
Shulman Bastian Friedman & Bui LLP was successful in settling a loan default and guaranty action
March 13, 2014
On March 13, 2014, Shulman Bastian Friedman & Bui LLP was successful in settling a loan default and guaranty action against three owners of a closed multi-million dollar window and door company. The original complaint sought amounts in excess of a million dollars, but the action was settled for an amount significantly less than the demand.
Jim Bastian served as a panelist for the Commercial Finance Conference of California’s annual Predictions Panel
January 15, 2014
On January 15, 2014, Jim Bastian served as a panelist for the Commercial Finance Conference of California’s annual Predictions Panel held at the Center Club in Costa Mesa. Mr. Bastian and 3 other panelists provided commentary and predictions on a wide variety of financial and economic indicators for the 2014 year.
the Firm generated significant investor interest in a parcel of real property listed in the bankruptcy schedules of In re Salazar, case number 6:12-bk-14062-MJ
January 2014
In January of 2014, the Firm generated significant investor interest in a parcel of real property listed in the bankruptcy schedules of In re Salazar, case number 6:12-bk-14062-MJ. During the hearing to approve the sale of said property, the Firm successfully conducted an overbid auction which generated $1.5 million, an amount five times greater than the scheduled value – an unprecedented outcome resulting from “the most spirited overbidding” in the seasoned Judge’s tenure on the bench. By and through the Firm’s efforts, the bankruptcy estate netted almost $900,000 of surplus funds.
Ryan O’Dea
Attorney
The Firm is pleased to support the City of Laguna Niguel in a Food Drive
November 27, 2013
Shulman Bastian Friedman & Bui LLP is pleased to support the City of Laguna Niguel in a food drive benefitting the Orange County Food Bank to help fight hunger during this holiday season. Going above and beyond the typical food drive, this campaign uses the unique concepts created by Canstruction, Inc., an international organization that engages and inspires communities to work together to raise canned goods to feed hundreds of thousands of hungry people. For this particular Canstruction® project, Shulman Bastian Friedman & Bui LLP joined other volunteers in donating funds for the purchase of canned goods to be used to build a one-of-a-kind holiday-themed sculpture in the Laguna Niguel City Hall. With the help of a Canstruction-borrowed architect, on Tuesday, November 26, community volunteers built a gingerbread house structure made out of canned goods purchased with those donations. All of cans used for the structure will be donated to the Orange County Food Bank to help feed the hungry. John Mark Jennings, a partner with the firm and chairperson for this event, said “We are so fortunate to have the opportunity to participate in this Canstruction project, which has brought a beautiful and unique sculpture to City Hall while, more importantly, feeding many, many people. With over 500,000 people in Orange County who are food insecure, we have much work left to be done. We invite all our community groups to join us in this project and donate funds to help feed those in need here in Orange County.” To receive more information about this Canstruction® project or to make a donation, email [email protected] or contact Mr. Jennings at (949.340.3400.
Success! The Firm puts together 346 Thanksgiving Dinner Boxes for OC Food Bank
November 19, 2013
The Firm, with the support and help of donations received from employees, friends of the Firm and neighboring businesses in our building, were successful in putting together 346 complete Thanksgiving dinner boxes for the Orange County Food Bank. For more information about the Orange County Food Bank please visit their website at www.ocfoodbank.org
Thanks to everyone for your continued support!
The Firm was successful in obtaining a $400,000 judgment
November 2013
The Firm was successful in obtaining a $400,000 judgment against multiple defendants in a fraudulent transfer, preferential transfer, turnover, and conversion case held in November 2013 in the Central District Bankruptcy Court, Santa Ana Division. She further successfully defended a motion for new trial and motion for relief from the judgment filed by the defendants.
The Firms 2013 Thanksgiving Food Drive Dinner Boxes
November 1, 2013
This year in lieu of a general food drive for Thanksgiving, we spoke to the Orange County Food Bank ( www.ocfoodbank.org )and worked with them on building Thanksgiving food boxes for a family of 4. What this means is we will need everyone’s help in donating the food items needed to build these Thanksgiving dinner boxes together. To make one Thanksgiving dinner box the following is needed: 1 Box of Stuffing; 1 Box of Instant Mashed Potatoes; 1 Box Biscuit Mix; 1 Can of Cranberry Sauce; 2 Cans of Corn; 2 Cans Green Beans; 1 Can of yams; 2 Cans of Chicken Broth; 1 Gravy packet; $10 Gift card for Turkey The Firm’s goal, with your help, is to put together 300 Thanksgiving dinner boxes. These Thanksgiving dinner boxes will be built by the Firm at our office on Tuesday, November 20 th. We would like all donated food and/or gift cards delivered to our office by no later than Monday, November 18 th. If you would like to donate money instead of food items, we are happy to do the shopping for you to help create all of the Thanksgiving dinner food boxes. Thank you for your support.
The Firm was successful in seeking a million dollar judgment
October 16, 2013
On October 16, 2013, SHB was successful in seeking a million dollar judgment against a defaulted lessee for a lease of medical equipment. SHB is currently defending the lessee’s appeal of entry of that million dollar judgment in its appellate practice.
Partner, Rob Huttenhoff Successfully Defends an $800k Nondischargeability Action
September 16, 2013
Partner Rob Huttenhoff successfully defends an $8ook nondischargeability action against well know personal injury lawyer, Frederico Sayre. The court found that plaintiff merely proved a breach of contract action not arising to fraud or conversion in granting a motion for nonsuit.
In re Boundary Bay Capital
July 11, 2013
On July 1, 2013, the United States Bankruptcy Court for the Central District of California, Santa Ana Division, confirmed a Chapter 11 plan of reorganization in the case of In re Boundary Bay Capital, LLC. The Firm, led by Len Shulman, represented the Unsecured Creditors Committee in the case, who supported confirmation of the plan after months of negotiations with multiple creditors. The Firm was able to successfully negotiate for the plan to provide two options for payment to the unsecured creditors. Specifically, creditors are given the option to be paid a smaller percentage of their claim within just a few months after the plan’s effective date, or to be paid over time with the risk that the distribution could be more or less than the alternative buyout option. Once these options were negotiated, the Committee fully supported the plan and it was confirmed.