Based in Palo Alto, Miller Law Group, P.C. represents clients throughout California and nationwide in the areas of hospitality, real estate, business, and wealth preservation. Our attorneys provide exceptional service, offering effective legal solutions as well as business strategies that combine to advance our clients' entrepreneurial goals. Please contact our office for additional information about the full spectrum of our services. Below are some representative cases that highlight our expertise.

 

Hospitality Law Representative Assignments

Acquisitions, Financings, and Development

Miller Law Group (MLG) represented the owner of a ground-leased hotel in a conduit loan refinance, negotiating a third-party agreement between the lender and ground lessor. As a result, the owner was able to distribute over $1.5 million in tax-free proceeds.

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Tax-Deferred Exchanges

Our firm counseled two entities of an ownership sponsor group who joined forces to buy land and construct a new hotel. Representation included orchestration of a forward deferred exchange for one entity and a reverse exchange for the other and supervising the clients' intermediary to increase tax basis, thereby enabling the deferral of substantial capital gains.

MLG represented a limited partnership of hotel owners, assisting with the conceptualization, documentation, and implementation of a distribution of fractional interests to tenants in common. As a result, the partners were able to conduct a tax-deferred sale of interests that benefited all concerned.

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Joint Ventures and Strategic Planning

Our firm represented a hotel operator/management company in the negotiation and documentation of a joint venture with a major insurance company, which led to the purchase of five hotels over several years.

We represented the owner of multiple hotels in the design and implementation of an organizational structure that optimized asset protection and laid the foundation for a tax-advantaged business succession strategy.

Our experience includes representing restaurant operators in the organizational structuring and joint venturing of projects with financial partners.

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Operations and Employment Matters

Miller Law Group represented a hotel buyer in negotiations with union representatives and consultants, resulting in the termination of union contracts associated with the property.

Our firm counseled a hotel owner in the design and implementation of a benefits program that resulted in the owner realizing a six-figure increase in after-tax cash flow.

 

Franchise Agreement Negotiation

MLG represented a hotel developer in negotiations with a major franchisor, achieving accommodations on protection, time-limited capital expenditure mandates, optimal development extensions, and indemnification.

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Dispute Resolution and Litigation

Our firm represented a franchisee whose license was wrongfully terminated by a franchisor based on false claims. MLG successfully challenged the termination, asserting contractual counterclaims and offsets, and presenting information gained from a thorough, detailed investigation. As a result, damages were reduced from $300,000 to $30,000.

MLG represented a franchisee being forced by the franchisor to immediately halt a marketing practice that brought in 20 percent of his business. After diligent negotiations, the franchisor agreed to a moratorium on royalties for a specified period of time, allowing the franchisee to find new avenues for replacing the revenues lost as a result of the franchisor's action. The case was handled out of court.

We represented a franchisee that was terminated for owing back royalties. MLG conducted a forensic accounting investigation and analysis of charges, which revealed the correct amount that the franchisee owed the corporation and resulted in a settlement of approximately 20 percent of the claim, saving the client about $500,000.

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Real Estate Law Representative Assignments

While assisting a new client with tax-deferred exchange, our firm quickly identified and eliminated boot, saving the client $100,000.

Counseled developers in designing and drafting commercial master leases for mixed-use projects that included retail, restaurants, and office space.

Represented lessors and lessees in negotiating and documenting ground leases.

Advised landlords and tenants  in the drafting and negotiation of restaurant leases.

MLG represented a New York Stock Exchange (NYSE)-traded real estate investment trust (REIT) in designing and documenting procurement agreements for a multi-state program.

Our firm Represented a real estate investor who used sale proceeds from a deferred exchange to acquire an office building and multi-family residential complex; representation also included negotiation of debt financing.

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Business Transactions Representative Assignments

MLG has been involved in multiple venture capital financing assignments representing both investors or company, and have
negotiated licensing agreements with major financial institutions for phishing software company.

MLG have also drafted and negotiated international licensing/distribution agreement for software/hardware company servicing the vending industry, drafted retail on-line software licensing agreements, as well drafted and negotiated numerous enterprise/asp software licensing agreements for business to business applications.

We have also designed and documented numerous employee compensation packages, including cash incentives, qualified and non-qualified stock options programs, and phantom stock incentives, and have drafted and negotiated multiple asset or stock sales for buying and selling companies.

MLG formulated numerous domestic and international trademark strategies, including prosecution, as well as legal opinions in furtherance of mergers or acquisitions.

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Wealth Preservation Representative Assignments

Representing closely-held business owner, we devised a plan using an ESOP, charitable remainder trust, and a life insurance trust to diversify 30% of the current business holdings, realizing an immediate income tax savings, an annuity stream for retirement, and tax optimized intergenerational transfer.

Representing real estate portfolio-owning family, we created special purpose entities that provide asset protection and a family holding company that facilitates the intergenerational transfer of wealth designed to minimize estate taxes.

Representing a business owner with a substantial stock portfolio, we devised a mechanism known as rolling grantor retained annuity trusts, achieving tax free gifting of assets to children.

Representing numerous portfolio real estate owners, we have designed and implemented family limited partnerships and limited liability companies, sometimes in conjunction with dynasty trusts or children's trusts, providing asset protection and tax advantaged structures to facilitate intergenerational transfers.

Representing family businesses, we have designed and orchestrated buy sell arrangements and portfolio asset allocations amongst the children to accommodate business successions while maintaining family harmony.

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