Claire Rosston

Client Results

• Represented shareholders of target company in a $90 million stock sale with a Section 338(h)(10) election from the beginning stages of negotiating nondisclosure agreements with potential buyers in two rounds of bidding, through the antitrust clearance process, to closing the deal nearly a year later.

• Led team of attorneys representing more than 20 shareholders of target company in a $55 million stock sale with complex earn-out and indemnification terms.

• Implemented the reorganization of seven affiliated businesses in coordination with an investment transaction and wealth transfer plan that involved more than 70 steps over a three-week period and buyouts of third parties.

• Led team comprised of a number of client's executives and consultants to close a complex aircraft delivery and registration transaction, which involved formation of a trust and a limited liability company, preparation of an aircraft lease and operating agreement, and resolution of tax issues in multiple states.

• Represented international company in reorganization of U.S. subsidiaries and transfers of royalty and security interested that involved several legal opinions and a multinational financing transaction.

• Represented Destination Pet in its $45 million acquisition of the assets of Veterinary Care, Inc (d/b/a VitalPet).

• Represented Destination Pet in its $70 million stock sale to L1 Health.

• Represented clients in incident response for cybersecurity breaches involving multi-state breach notifications.

• Drafted and negotiated cybersecurity provisions of contracts with customers and service providers, including cybersecurity firms.

• Advised clients of legal requirements under applicable data security and privacy laws and of best practices to comply with these laws and manage cybersecurity risk.

• Drafted online website and privacy policies for clients in a wide range of industries and some of which have end-users who are children or located outside of the U.S.

• Investigated the circumstances involving the procurement of services from a vendor affiliated with a member of the client’s board of directors and provided comprehensive recommendations regarding improving the client’s corporate governance and its policies concerning conflict of interest and procurement.

• Advised on issues related to breaches of fiduciary duties and other corporate governance matters implicated in investigation of billing discrepancies by a company’s vendor owned by a family member of the company’s president.

• Advised clients on corporate governance matters, including best practices with respect to record keeping, meeting minutes, and written resolutions, indemnification of officers and directors, confidentiality agreements and policies, and policy and procedure manuals for governing bodies.

• Formed, drafted, and advised on governing documents for corporations, limited liability companies, professional limited liability companies, limited liability partnerships, and nonprofit corporations, and assisted nonprofit corporation with its federal tax exemption application.

• Developed and standardized templates for third-party vendor contracts, including master services agreement, master software as a service agreement, and master agreements for hosting services, and advised on policies and procedures for vendor contract management.

• Negotiated hundreds of nondisclosure agreements in conjunction with financing or acquisition transactions or for clients with valuable intellectual property.