Steven T. Lawrence
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 agreement, securities offering 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.
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.
- The Best Lawyers in America, Corporate Law, Since 2009
- SuperLawyers for Business and Corporate, Since 2015
- Chambers USA: America’s Leading Lawyers for Business, Since 2010
- AV Preeminent Peer Review Rating, Martindale-Hubbell
- Who’s Who in American Law, Marquis Who’s Who
- Who’s Who in America, Marquis Who’s Who
- Who’s Who of Emerging Leaders, Marquis Who’s Who
- 2011 Father of the Year, Father’s Day Council and American Diabetes Association
- State Bar of Arizona
- State Bar of Arizona Business Law Section
- Arizona Technology Council
- American Health Lawyers Association
- Arizona Association of Health Care Lawyers
- Arizona Technology Council, Chairman Public Policy Committee and Member of the Board of Directors, 2003-2008
- Arizona State University, W.P. Carey School of Business Adjunct Faculty, 2002-2006
- Arizona Venture Capital Conference, Company Mentor and Member of Speaker’s Committee, 2001-2004
- Arizona Angel Investors Conference, Mentor Team Leader, 2005
- Invest Southwest Conference, Company Mentor, 2006-2009 Mentor Team Leader and Member
- Maricopa County Bar Association, Young Lawyers Division Board of Directors, 1996-1999
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, conditions and covenants. 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.
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 memoranda, 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 clients 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.
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.
Steve has advised Boards of Directors, board sub-committees and C-level officers regarding corporate governance, observance of corporate duties. Steve has counseled clients in litigation and dispute matters regarding business judgment defenses.
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.
Recent representative experience:
- Served as lead counsel in the merger of a national construction
company with a strategic buyer;
- Represented a regional distributor for construction and irrigation
equipment in its sale to a strategic buyer;
- Advised an ophthalmology practice and surgery center in its sale to
a private-equity backed national purchaser;
- Served as lead counsel in the representation of five dermatology
practices regarding their sale to a national private-equity backed
- Represented a national call center in its sale to a private-equity
- Served as lead counsel to a video game studio in its sale to a
Chinese entertainment company;
- Advised the seller of a specialty surgical hospital in its sale to a
publicly held company;
- Represented a regional restaurant franchise in the negotiation and
performance of several large credit facilities;
- Served as lead counsel to a video game studio in the negotiation
of an option to purchase agreement with an international game
- Advised a golf industry manufacturer in its sale to a venture backed
- Represented a group of physicians in their separation from a
- Represented a real estate development syndication in the
acquisition, development and construction of several self-storage
facilities throughout the United States;
- Advised a lender on a series of loans to an international solar and
alternative energy company;
- Advised a real estate management company on its reorganization
and subsequent securities offering;
- Represented a biotechnology company in a patent license
- Served as lead counsel in the sale of a consumer products
business to a publicly traded company;
- Represented a large transportation and logistics company in its
sale to a publicly traded company;
- Served as counsel for the issuer in a securities offering of units in a
residential and commercial real estate holding company;
- Represented a food services company in its acquisition by a
publicly traded company;
- Advised a national physician practice regarding the negotiation,
drafting and performance of a co-management arrangement with a
non-profit hospital system;
- Represented a physician practice in its offer of equity ownership to
a physician employee;
- Served as lead counsel in the sale of a controlling interest in a
practice management company to a private equity buyer.
Transaction was selected as the M&A Advisor Healthcare and Life
Sciences Deal of the Year;
- Represented a national specialty medical practice in the sale of
certain intellectual property to a strategic buyer;
- Represented a physician group in the negotiation, acquisition and
syndication of certain real estate;
- Advised a national specialty practice regarding the formation of a
joint venture with a national hospital chain;
- Represented a physical therapy practice in its formation and
transactional matters; and
- Counseled a national technology services company on services
arrangements and intellectual property protection.
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. Steve began his legal career as a Judicial Clerk to then Chief Judge Thomas C. Kleinschmidt of the Arizona Court of Appeals.
- Physician Inventions: When That Great Idea Strikes – Start Here, Round Up, Maricopa County Medical Society, August 2014.
- Healthcare Franchises: A Prescription for Profit, Legal Considerations, and Risks, Round-Up, Maricopa County Medical Society, June 2012
- First Amended and Restated Report of the State Bar of Arizona Business Law Section Committee on Rendering Legal Opinions in Business Transactions, 38 ARIZ. L.J. 47 (2004) (Contributing Author)
- Review of Selected 1992 California Legislation, 24 PAC. L.J. 592 (1993)
- Solving the Proposition 13 Puzzle: From Amador to Nordlinger – Judicial Challenges and Alternatives, 24 PAC. L.J. 1769 (1993)