Articles

3 Steps to Protect Highly Sensitive Assets in an M&A Deal

Due diligence is a necessary part of any M&A transaction, notes Helen Goldstein. It can be an exhaustive deep dive into the target company’s history, with information exposure creating risks for both parties. Helen offers three key considerations for both parties to consider regarding when and how to exchange critical information.

Corporate Transparency Act Compliance Mandate Reinstated and Filing Deadline Extended

Reporting companies are once again required to comply with the Corporate Transparency Act (CTA) beneficial ownership information reporting requirements, although the deadline has been shifted slightly to allow those companies required to report more time. Juan Arau notes that a federal court in a challenge to the CTA had temporarily halted enforcement, but on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit overturned that injunction.

News

Experienced Land Use Attorney James Vaughn Joins Procopio as Partner in Orange County

We're excited to welcome accomplished land use attorney Jim Vaughn as a Partner in the firm’s Orange County office! He brings extensive experience with complex real estate development projects throughout Central and Southern California to Procopio’s award-winning Real Estate practice. He now leads Procopio’s Land Use practice group, and joined Procopio from Stowell, Zeilenga, Ruth, Vaughn & Treiger LLP, where he was a founding Partner. 

Jim represents large companies and high net worth individuals with complex real estate development projects, including due diligence investigations, land acquisitions and dispositions, entitlements, annexations, development agreements, and other public agency infrastructure/service agreements, as well as agreements with Native American Indian tribes. Jim also has extensive experience in all facets of real estate litigation, including CEQA lawsuits, land use and zoning litigation, quiet title actions, contract disputes, easement litigation, nuisance actions, and commercial landlord-tenant disputes.

International Tax Partner Raúl Villarreal Garza New Leader of Latin America Practice

Our dynamic Latin America practice has a new leader! International Tax Partner Raul Villarreal Garza has taken the reins, assuming the role from the practice's founder, Enrique Hernandez-Pulido, who continues to serve on Procopio's Management Committee. Our Latin America practice attorneys help companies and family offices navigate the intersection of U.S. and Latin American law.

Raúl serves as an advisor to business leaders expanding their foreign operations into the U.S. He has extensive experience counseling families with multiple nationalities on their international estate planning needs, and is a trusted advisor to family offices. A frequent public speaker who has taught international estate planning at the University of San Diego School of Law, Raúl has been recognized for the last four years by Best Lawyers® as a One to Watch in Tax Law and Trusts and Estates Law. He earned a masters degree in Tax and a law degree in his native Monterrey, Mexico, and an LLM in International Taxation from New York University School of Law.

Events

Employment Law Do’s and Don’ts – Practical Guidelines for Charter School Legal Compliance | webinar | 12:00 - 2:00 pm PT

Labor and Employment Partner Wendy Tucker will cover new employment laws for charter schools in 2025 as well as many hot button employment issues in this CCSA webinar. The topics will include the new laws regarding employee references and protection from retaliation, ways to minimize your school’s exposure to wage and hour claims, how to manage remote employees and other HR best practices.

SPED Best Practices and IEP Compliance for Charter Schools – Part II, Mid-Year Issues | webinar | 11:00 am - 12:00 pm PT

Education attorney David Graham focuses on mid-year issues: preparing and reviewing progress of goals, appropriately addressing lack of expected progress, identifying struggling students, and the roles of SSTs and RTI in child find.

New Year, New Laws: What’s New for Charter Schools in 2025 | webinar | 12:00 - 1:30 pm PT

Education practice leader Greta Proctor provides an overview of the key new laws affecting California charter schools, including in areas of health and safety, curriculum, required policies and notices, and many other topics, in this CCSA webinar.

Title IX Training for Charter Schools | webinar | 12:00 - 1:30 pm PT

Education attorneys Greta Proctor and Merrick Wadsworth provide Title IX training for charter schools in this CCSA webinar. They will briefly summarize the latest updates on an ever-changing Title IX landscape, and is designed for your school’s Title IX team. That includes your Title IX Coordinator(s) and anyone at your school who could act as Investigator, Decision-maker, or Appeals Officer in a Title IX investigation. 

What Do You Mean That's Discoverable? | San Diego | 1:00 - 2:00 pm PT

Litigator David Gouzoules and an in-house counsel attorney discuss recent changes to California state court procedure regarding initial disclosures, including practical tips on how to comply with the new rules while keeping costs down, in ACC-San Diego's 7th Annual All Day MCLE La-Law-Palooza.

Client News

Generic Pharmaceutical Manufacturer Secures Precedential Win at U.S. Federal Circuit

Kudos to client and generic pharmaceutical manufacturer Amneal Pharmaceuticals on its precedential patent law victory in the U.S. Court of Appeals for the Federal Circuit! Procopio IP litigation partner Steven Maddox argued the case, supported by Jeremy Edwards, Brett Garrison and Tina Priestly of Procopio’s Washington, DC office, in an outcome that could benefit many more generic drug companies beyond Amneal. The Federal Circuit upheld a lower court decision finding that asthma inhaler device patents held by Teva Pharmaceuticals were improperly listed in the U.S. Food and Drug Administration’s Orange Book, a status that provides the patent holder extensive protections.

Tribe Set to Proceed Against Insurer After a Federal Court Confirms Sovereignty Case

Native American practice attorney Glenn Feldman won his 4th straight court victory for the Cabazon Band of Mission Indians in pursuit of millions in insurance coverage. Assisted by Racheal White Hawk, the Ninth Circuit ruled in favor of Cabazon in a key sovereignty issue, leading it one step closer to receiving an insurance payout to cover casino losses during the COVID-19 shutdown.

Healthcare Revenue Cycle Management Innovator Acquired by Industry Leader

Congrats to client and healthcare technology revenue cycle management (RCM) innovator Boost Healthcare on its acquisition by Aspirion, the industry’s RCM leader for denials, payment variance, and complex claims. Boost’s revenue recovery and advisory services help healthcare providers focus on patient experience and quality of care, while reducing revenue loss and claims denials. M&A Co-Leader and Partner Jason Femrite led the deal negotiations on behalf of Boost, with the assistance of Partner Jessica Lazur and Associate Gabriela Turner, as well as tax, intellectual property, privacy, and employment attorneys.

Social Media

Please welcome the newest member of our litigation team, Senior Counsel Linda Linjun Xu! Linda solves complex legal problems for businesses and high net-worth investors. She has litigated IP and commercial matters in federal and California courts, in arbitrations, and before administrative tribunals such as ITC and PTAB. Linda has extensive trial experience and was a key member of a trial team that won one of the biggest verdicts in the history of patent litigation. In addition to her litigation practice, she advises high-tech and medical device companies on their IP portfolios, technology-based transactions, and legal risks in various business operations. Meet Linda.

What a huge win for our client Jamul Indian Village (JIV)! The U.S. Congress has approved the placement of 172 acres of land in the eastern portion of San Diego County into a tribal trust, allowing the tribe to secure its ancestral lands and preserve Kumeyaay traditions. This is particularly significant for JIV, as over time its land has been reduced to a mere six acres. The Jamul Indian Village Land Transfer Act received bipartisan support in the U.S. House and Senate, and moved through the entire legislation process to President Joe Biden’s desk in less than a year, a remarkable accomplishment in today’s Congress. Our Native American practice leader Kerry Patterson has represented JIV for years, and led the firm’s push for this legislation’s introduction and passage, with assistance from practice members Gabriela Magee and Summer Carmack. Learn more.

Kudos to client and avant-garde fashion client TAFARI on its eye-opening debut of the TAFARI WORLD streetwear brand considered “wearable art.” As luxury lifestyle magazine RESIDENT put it, “the fashion landscape has just shifted.” TAFARI WORLD debuted at Art Basel in Miami, the massive international art show. The fashion brand--which features original artistic designs reflecting South African heritage and drawing from tribal patterns and 70’s counterculture—was featured at a pop-up in Miami’s Factory Town and championed by global house music sensation HUGEL. Managing Partner Dennis Doucette provides a wide range of corporate legal services for this growing company supported by Senior Counsel Natalie Dundas. Learn more.

Are you a corporate founder? Do you have an effective Board of Advisors? M&A Partner Bill Eigner outlined the importance of a strong advisory board in a video interview with Milan Saes on LaunchUSA. He discussed the "four C's" savvy entrepreneurs know will help them succeed: credibility, contacts, counseling, and cash. Learn actionable tips from Bill in this interview.

"I think 2025 is going to be a good year for law firms across the country," Procopio Managing Partner Dennis Doucette told James Mills of Law360. Corporate attorneys could see more opportunities, for example. “I think interest rates are going to come down more. I think there's going to be more M&A activity, more public offerings.” Asked about the impact of a new president, Dennis said: "With a new administration, you always have some uncertainty about what's going to happen to the tax law, what's going to happen to regulations, things like that. I think that will lead to more litigation, especially if there are a lot of changes." Referring to clean energy policy, Dennis said, “There could be a fight over things like basic subsidies or grants or credits that are in California. It would be a lot of work for our regulatory lawyers, our tax lawyers. Whenever there's change, people need to interpret that.” While the California attorney general would be leading much of the litigation against the new administration in Washington, Dennis said, “If you get into very specialized areas, whether it's transportation, the environment or whatever, the attorney general is a really good office, but they need outside help. They hire outside specialists to help them. That's when they turn to the law firms and lawyers with niche specialties.” Learn more insights from Dennis and other attorneys in this Law360 article (subscription may be required).

Kudos to Michele Brown on her recognition by the Association of Certified Family Law Specialists for her dedicated service to the organization and the broader family law legal community! Michele has been an ACFLS member since 2009, with most of those years in leadership positions. For the last two years she has served as the ACFLS Immediate Past President after serving as Vice President and President. She was honored recently at an event in San Francisco that featured in attendance several members of the Family Law group Michele leads, including Leyla Tabatabaie, Sarah Taylor, and Ashley Genser.

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