Gil B. Rosenthal

(303) 292-7851
Partner
(303) 292-7799 Fax
Gil.Rosenthal@KutakRock.com

Mr. Rosenthal, partner, has a broad-ranging domestic and international corporate practice emphasizing mergers and acquisitions, asset purchases, private equity investments and loan transactions. He works extensively with the structuring and formation of corporations, limited liability companies and other alternative entities for use in joint ventures, international transactions and other complex business arrangements. He has had extensive international finance experience at a senior level working with businesses and for the federal government. Additionally, Mr. Rosenthal has performed extensive work for professional practices such as physician groups and legal, accounting, architectural and engineering firms.

Mr. Rosenthal also serves on the board of trustees for BMH-BJ Congregation, Ramah of the Rockies, Ramah Outdoor Adventure and the Dartmouth Association of the Rocky Mountains.

Mr. Rosenthal’s corporate practice concentrates on formation and capitalization, corporate governance and executive compensation, corporate financings, mergers and acquisitions and other transactional and commercial matters. Mr. Rosenthal represents clients from formation to disposition in different industries such as technology, telecommunications, mining, and professional services. His practice regularly involves the following:

  • Formation, organizational activities, operations, financing, dissolution, foreign qualification, assistance with directors, shareholders, members or partners meetings, and preparation and negotiation of contracts. 
  • Participation in all aspects of the purchase and sale of businesses, assets and equity ownership interests including mergers and acquisitions and private equity transactions.
  • Tax evaluation for acquisitive transactions, including tax-free reorganizations, liquidations, tax allocation issues, and state, local and international tax problems.
  • Assists clients with pre-deal and post-closing individual tax planning.
  • Negotiation of secured lending transactions and revolving credit facilities.
  • Advice regarding corporate governance matters including representing shareholders/members and individual directors/managers in avoiding liability as well as minority shareholder rights. 
  • Preparation of non-disclosure, confidentiality, non-solicitation, non-competition and executive employment agreements as well as equity and quasi-equity incentive arrangements. 
  • Preparation and negotiation of software licensing agreements and value added reseller agreements for technology companies.
  • Preparation of “software-as-a-service” agreements and similar arrangements and in the protection of proprietary rights to technology as well as the special financing of technology businesses.
  • Advice regarding dispute resolution and ownership restructurings between adverse business owners and managers.
  • Representation of closely held businesses in connection with contractual matters, owner agreements, employment agreements, and real estate acquisition, development and disposition.

Representative transactions include:

  • Negotiated terms of a $100 million syndicated loan facility.
  • Several multimillion-dollar sales and acquisitions of businesses for buyers and sellers in the technology, retail, personal services, health care, insurance, financial, utility management, and service industries.
  • Represented issuers with respect to investments by private equity and venture capital firms.
  • Merger and restructure of a $20 million environmental insurance company.
  • Spinoff of a U.S. subsidiary of a foreign metal products company.
  • Sale of a medical education company to a publically traded entity.
  • Negotiated numerous executive compensation arrangements on behalf of executives for private and publicly held companies.
  • Negotiated the acquisition of a physician practice group by a large hospital system.
  • Handled the asset purchase and buyout of a founding shareholder by employees of a large medical practice.
  • Structured holding company structures for real estate acquisition and development companies.

Mr. Rosenthal has a broad range of experience as outside corporate counsel in international corporate and business law handling structuring, mergers & acquisitions and business and transactional issues. His practice regularly involves:

  • Preliminary due diligence for proposed international operations and transactions including identifying suitable local counsel and partners.
  • Entity structure and preparation of organizational documents.
  • Preparation, review and analysis of contractual agreements, including joint ventures, leases, royalty agreement, buy-sell agreements, distribution and supply agreements and other commercial agreements.
  • Preparation, review and analysis of financing arrangements including syndications, restructurings, secured transactions, payoffs and disputes.
  • Analysis of international tax matters and coordination of in-bound and out-bound tax matters with corporate CFOs or outside accountants.
  • Development of compliance programs for foreign operations including Foreign Corrupt Practices Act policies.
  • IRS Overseas Voluntary Disclosure Program (OVDP) applications and resolutions.

Experience includes:

  • Structuring of subsidiary operations and a joint venture for a publicly traded U.S. and Canadian company with a foreign government in the Caribbean to provide rural medical services.
  • Negotiation of a syndicated loan facility for a U.S.-based client with foreign affiliates.
  • Examination and evaluation of structuring opportunities in Latin America.
  • Evaluation and advice to foreign companies with U.S. operations regarding structure as well as tax and commercial matters. Countries included Austria, United Kingdom, Italy, Israel, Mexico, Russia, South Korea, Sweden and Trinidad and Tobago. 
  • Development and negotiation of distribution agreements for several U.S. personal care products companies covering multiple jurisdictions in Europe and Asia.
  • Preparation of mining and mineral extraction joint ventures for U.S. and foreign entities.
  • Development and negotiation of credit and credit enhancement facilities for development projects with domestic and multinational commercial banks and credit unions in Bolivia, Ecuador, El Salvador, Grenada, Guatemala, Honduras, Mexico, Peru, South Africa, Trinidad & Tobago, and Zimbabwe.

Relationships and cultural understanding are crucial to successful international ventures. Prior to entering private practice, Mr. Rosenthal had extensive legal international experience including the following positions:

  • U.S. Investment Officer for Latin America, the Caribbean and southern Africa for the U.S. Agency for International Development.
  • Legal Advisor to Commissioner Don Newquist at the U.S. International Trade Commission.
  • Representative for the Executive Office of the President for domestic and international events and bilateral and multilateral meetings for the President, First Lady and Vice President.
  • Associate attorney with a law firm in La Paz, Bolivia primarily advising the government of Bolivia with respect to the privatization of state-owned enterprises.