Catherine M. Polisoto

cpolisoto@frlawcorp.com
Phone: (310) 575-0800 x 2693
Fax: (310) 575-0170

Practice Areas

Mergers and Acquisitions

Represented buyers and sellers in health care, insurance, aerospace and other industries in corporate transactions involving sales of assets or capital stock (purchase prices up to $2.3 billion); effected reverse triangular and short-form mergers; drafted letters of intent, non-disclosure agreements, acquisition agreements, ancillary documents, security documents and shareholder agreements.

General Corporate

Negotiated and drafted operating agreements, stock purchase agreements, asset purchase agreements, stock option agreements, buy sell agreements, partnership agreements, joint venture agreement, management agreements, employment agreements, confidentiality agreements, settlement agreements, license and services agreement, royalty agreement, software purchase agreement, finder's fee agreement, exclusive referral agreement, medical expense reimbursement plans and audit response letters.

Financings

Drafted private placement memoranda for issuers in various industries; drafted offering documents for second round of financing; negotiated and drafted loan documents for term loans and credit facilities including revolving lines of credit for clients in health care and entertainment industries; borrower representation in refinancing of loans secured by commercial real property.

Securities

Drafted annual and quarterly reports, Form 8-K, Form 10-SB, Form S-8 registration statements, Section 10(a) Prospectuses, Amendment to Form SB-2, Schedule 14C Information Statement, proxy statements and Rule 144 opinions for issuers in various industries; developed securities compliance program for public company; drafted private placement memoranda; researched issues arising under federal securities laws and California, Delaware, Nevada, Florida and Colorado securities laws.

Real Estate

Negotiated commercial leases with national landlords on behalf of travel agency; represented buyer of commercial property; represented sellers in sales of residential real properties.

Admitted to Practice

The State Bar of California; United States District Court for the Central District of California (1992).

Education

Cornell University (B.S., 1988).

UCLA School of Law (J.D., 1991).

Professional Affiliations

The State Bar of California (Member, Business Law Section).

Los Angeles County Bar Association (Member, Business Law Section).