Experienced and involved in all aspects of commercial real estate, finance, mergers and acquisitions, joint ventures, resort management, corporate governance and regulatory compliance. Practice includes real estate purchases and sales, development agreements, lease agreements, management agreements and commercial financing agreements. Also experienced in managing legal aspects of corporate finance, sales, marketing, human resources and employment related matters, and retail, golf, spa, club memberships and statutory filings.

Practice concentrated in the areas of commercial real estate, finance, mergers and acquisitions, resort management, corporate governance and regulatory compliance.

• Managed legal aspects of corporate finance, sales, marketing, human resources and employment related matters, retail, golf, spa, development, memberships, statutory filings and commercial litigation• Reorganized Legal Department, reducing overall payroll by over $2 million• Negotiated recapitalization of Hotel del Coronado during market downturn, successfully avoiding loan defaults and bankruptcy• Negotiated $1.1 billion dollar sale of portfolio of iconic resorts to Omni Hotels• Successfully defended California wage and hour class action litigation seeking $12 million in damages which was resolved for less than 85% of alleged damages, inclusive of outside counsel fees• Negotiated merger and acquisition, joint venture, development, lease and management agreements• Managed legal and due diligence aspects relating to the acquisitions and dispositions of ten resorts• Negotiated commercial finance agreements for portfolio of resorts• Managed real estate development, entitlement and rental management matters for resort villas • Implemented ADA and FTC compliance programs, including implementation of 2010 ADA Standards and website, social media and personal privacy compliance programs

• Managed legal, regulatory compliance and corporate governance staff of 14 persons• Managed Securities and Exchange Commission and NYSE filings and Sarbanes-Oxley compliance • Served as Chief Compliance Officer, implementing first of its kind independent Gaming Compliance Committee for multi-billion dollar gaming operations • Negotiated merger, acquisition, sale, joint venture, development, lease and management agreements• Negotiated $7.9 billion acquisition of Mandalay Resort Group and managed due diligence and federal antitrust filings in connection therewith, including the production of over 20 million pages of documents to the Department of Justice• Negotiated joint venture and management agreements with Dubai World for CityCenter• Negotiated sales of seven gaming resort properties• Negotiated corporate finance agreements and securities offerings, including a $7 billion multi-bank credit agreement, senior notes and indentures and publicly traded debt and equity securities offerings• Liaised with gaming regulators and managed gaming regulatory applications and filings• Represented company and executives at gaming control board and gaming commission hearings• Attended all Board of Director and Audit Committee meetings and maintained minute books

• Negotiated joint venture agreements, corporate finance agreements and public and private equity and debt securities offerings• Negotiated merger and acquisition agreements and managed related due diligence, including the acquisition and development of multiple gaming resorts• Prepared and reviewed Securities and Exchange Commission filings, including proxy, 10-K, 10 Q 8-K and Section 16 filings• Managed insider trading compliance programs• Negotiated management, development, real estate purchase, construction, architect, easement, license and lease agreements• Maintained corporate minute books and prepared corporate resolutions and statutory filings• Prepared and reviewed gaming applications for multiple gaming jurisdictions• Assisted General Counsel in Commercial Litigation matters• Conducted legal research and drafted written legal policies and memoranda

• Represented commercial real estate clients in acquisition, disposition, leasing, financing, subdivision, community association, environmental and brokerage transactions• Represented clients in corporate governance matters• Represented lenders in commercial real estate loan originations• Represented developers in loan originations and loan workouts during economic downturn• Represented political subdivisions, trustees and underwriters in municipal bond financings