Steven T. Lawrence is a business lawyer. Steve’s practice focuses on the legal and business needs of companies and individuals. Steve handles every aspect in the life of a company from start-up and formation to operations matters and agreements to company acquisitions. Steve has extensive experience in a wide range of corporate and transactional matters, including mergers and acquisitions, licensing, securities offerings, entity formation and business structuring. Steve drafts and negotiates contracts from day-to-day supplier and vendor arrangements to agreements for purchase or sale of businesses. Steve counsels clients in business matters, such as technology licensing, leases, employment agreements, securities offerings and protection of intellectual property.
Steve has worked with clients in a wide range of industries, including technology, retail, real estate, manufacturing, sports, healthcare, medical device, biotechnology, entertainment, mining, energy, alternative energy, financial services, telecommunications and utilities.
Steve’s business law experience includes the following:
Operations Transactions – Steve has drafted, negotiated, analyzed and enforced a wide variety of operations transactions, including distribution transactions, supply agreements, vendor agreements and policies, group purchasing arrangements, RFPs, purchase orders and others. Steve has extensive experience in Uniform Commercial Code matters, including the delivery of legal opinions regarding Revised Article 9 issues.
Mergers and Acquisitions – Steve has served as lead counsel in a variety of M&A transactions from transactions involving privately-held companies to multi-national publicly traded companies. Steve has drafted, negotiated and implemented letters of intent and term sheets, conducted due diligence, including extensive intellectual property due diligence, drafted and negotiated purchase agreements and assisted with post-closing obligations. Steve has conducted extensive research and analysis of issues surrounding representations and warranties, indemnification obligations and conditions. Steve has rendered numerous legal opinions regarding organization, execution, authorization, delivery, enforceability and other issues. Steve has counseled numerous Boards of Directors and C-level executives regarding fiduciary duties and obligations in the context of sale transactions. Steve has worked with financial advisors and investment bankers in structuring transactions.
Corporate Finance – Steve has advised a wide range of clients on corporate finance matters, including securities offerings, debt transactions, credit facilities, compliance with the Securities Act of 1933 and Uniform Commercial Code filings. Steve has prepared private placement memorandum, supplements and disclosure materials, along with subscription agreements and ownership qualification materials. Steve has handled Form D and Blue Sky filings. Steve has rendered numerous legal opinions regarding credit transactions.
Labor and Employment – Steve has drafted and negotiated employment agreements for C-level executives on behalf of both employees and employers. Steve has drafted and counseled clients regarding employment offer letters, employee handbooks and policies. Steve has extensive experience in the handling of employee discipline and termination. Steve has consulted on employment litigation defense matters. Steve has handled employee buy-in and buy-out equity transactions and employee stock option and stock purchase matters.
Intellectual Property Licensing – Steve has drafted and negotiated software license agreements, software support agreements, consulting and services arrangements. Steve has counseled clients regarding patent, copyright and trademark licensing. Steve has advised clients regarding sponsorship arrangements. Steve has counseled client regarding the protection of intellectual property through development agreements, independent contractor arrangements and services agreements. Steve has worked on technology and licensing matters in every continent in the world, including extensive experience in European and Asian technology transactions. Steve has extensive experience with e-commerce, hardware and telephony matters. Steve has drafted and negotiated the agreements for numerous SaaS transactions and OEM arrangements. Steve has handled privacy matters and drafted and enforced privacy policies.
Real Estate – Steve has drafted and negotiated real property purchase transactions on behalf of both buyers and sellers. Steve has extensive experience working on commercial leases on behalf of both landlords and tenants. Steve has handled numerous real property syndications. Steve has also served as lead counsel for developers in general obligation bond and special assessment district financing.
Corporate Governance – Steve has advised Boards of Directors and C-level officers regarding corporate governance, observance of corporate duties. Steve has counseled clients in litigation and dispute matters regarding business judgment defenses.
Entity Formation – Steve has counseled clients and handled a wide range of entity formation and structural matters, including the formation of Delaware, Nevada and Arizona limited liability companies, corporations, limited partnerships and other forms of entity.
Healthcare Transactions, Compliance and Regulatory Matters – Steve has advised clients on numerous compliance and regulatory matters under federal and state law. Steve has structured transactions taking into account obligations under the Stark Law, Anti-Kickback Statute, state Anti-Kickback Statute and False Claims Act. Steve has advised clients regarding Medicare, Medicaid, Tricare, fee-splitting prohibitions, corporate practice of medicine, HIPAA and EMTALA. Steve has organized entities and restructured organizations to achieve compliance with federal and state law. Steve has handled investigations by regulatory bodies and claims by private parties regarding billing and coding issues.
Steve’s recent representative experience includes:
Prior to joining Milligan Lawless, Steve was a shareholder at a large Phoenix-based firm, served as Corporate Counsel to SkyMall, Inc., and was Associate General Counsel to JDA Software Group, Inc. He began his legal career as a Judicial Clerk to then Chief Judge Thomas C. Kleinschmidt of the Arizona Court of Appeals.
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