Sam's legal practice is uniquely broad and varied. With almost thirty years experience in private company business and financing law, transactional law, tax law, estate planning, estate and trust administration, and advising on a wide range of matters in these areas, Sam offers clients the opportunity to find in one place a range of services to meet most of their non-litigation legal needs.
About half of Sam's practice is focused on matters and transactions involving closely-held businesses, and includes addressing the range of their structuring, financing, operating, executive employment and compensation planning, real estate and general contractual needs. The other half of Sam's practice is focused on estate planning and estate/trust administration.
Sam is a 1974 graduate of St. Ignatius College Preparatory in San Francisco. He received his undergraduate degree in 1978 from Dartmouth College. Returning to the Bay Area, he taught and coached at St. Ignatius for two years before enrolling at Santa Clara University School of Law, from which he received his J.D. degree in 1983.
Between 1983 and 1988, Sam practiced as a tax attorney in the San Francisco offices of the international accounting firm, Touche Ross & Co. (now Deloitte & Touche, LLP). Between September 1988 and May 1995, Sam was a member of the Crosby, Heafey, Roach & May (now Reed Smith LLP) law firm, where he practiced as a business, transactional, estate planning and tax attorney. Sam is also a Certified Public Accountant.
Sam is a former member of the Board of Regents of St. Ignatius College Preparatory, the Board of Trustees of the Catholic Youth Organization, the Board of Governors of the Boys and Girls Clubs of San Francisco, the Board of Governors of Columbia Park Boys Club, the Board of Directors of the Tiburon Peninsula Girls Softball League and the U.S. Department of Justice Commission on Project Safe Neighborhoods.
Sam is currently a member of the Board of Trustees of St. Ignatius College Preparatory and the Board of Directors of the Tiburon Peninsula Little League.
Sam lives with his wife, Adriene, daughter, Caroline, son, William, in Tiburon.
Business matters Sam has handled include:
- Representation of private equity company in purchase of metal fabrication business ($30mm purchase price).
- Representation of fund sponsors in connection with formation of fund to purchase distressed real estate ($5mm).
- Representation of emerging growth, technology-based companies from formation through initial rounds of equity financing (up to $10 million).
- Representation of family owned private equity investment company ($300 million capitalization) regarding portfolio company investment and operations matters.
- Representation of money management firm ($4+ billion in assets) in preparation and implementation of stock option plan.
- Representation of closely held wholesale grocery business in sale of assets ($65 million).
- Representation of management in buyout of mall-based retail business (stock purchase price in excess of $30 million).
- Representation of reinsurance services company in connection with initial and follow on $20 million investments by large private equity group.
- Representation of auto parts distributor in multiple roll up acquisition transactions ($3-5 million).
- Representation of management group in connection with buyout of insurance services division from Fortune 500 public company with financing by second Fortune 500 company.
- Representation of angel and venture capital investors in various financings from startup to later stages.
Estate planning matters handled by Sam include:
- Preparation of complete estate plans for individuals and families with assets ranging from less than $1 million to $150 million in value.
- Representation of families in planning and implementation of family limited partnership/ family limited liability company based discounted sale and gifting programs.
- Representation of families in planning and implementation of defective grantor trust discounted sales and gifting programs.
- Representation of families in implementation of charitable remainder trust/irrevocable life insurance trust-based gifting programs.