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Gil B. Rosenthal

Partner

Gil Rosenthal partners with clients to help achieve their goals. With more than 25 years of experience in corporate law, mergers and acquisitions and taxation, Gil provides practical advice to individuals and companies ranging from start-ups and family offices to large multi-national enterprises.

Clients rely on Gil to structure complex joint ventures, strategic alliances, private equity investments, exits, and complex business and licensing arrangements.  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.

With an LL.M. in tax, Gil also analyzes and advises clients regarding corporate, partnership, estate and gift, and international tax matters.

While working across sectors, Gil has worked with investors and operators of marijuana-related enterprises, providing corporate, tax and M&A advice.

He has also had extensive international finance experience at a senior level working previously for the federal government and in private practice advising multinational enterprises.

Active in numerous pro bono and community activities, Gil serves as the board president for Ramah in the Rockies and Bamidbar, a summer camp and wilderness therapy program located on 300 acres in the Pike and San Isabel National Forests in Colorado. He’s particularly proud of the organization's successful efforts to rebuild after a devastating fire in August 2017. He also serves on the board of the Dartmouth Association of the Rocky Mountains.

Corporate/M&A

Gil works with companies from formation to disposition in different industries such as technology, telecommunications, health care, mining, and professional services (including physicians, attorneys, accounting, architectural and engineering firms), formation and capitalization, strategic decisions and preincorproation guidance, corporate governance and executive compensation, counseling, venture capital and other corporate financings, mergers and acquisitions and other transactional and commercial matters. As corporate counsel he provides advice regarding commercial transactions, including procurement, supply-chain and sponsorship agreements.

Gil works with clients in a wide range of industries, including:

  • Consumer products
  • Digital media and advertising
  • Software licensing, software as a service and white label arrangements
  • E-commerce
  • Fintech
  • Marijuana & Industrial Hemp

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.

Marijuana and Industrial Hemp

While Gil is the co-chair of the firm’s Marijuana Working Group, He is not a “marijuana lawyer.” Instead, since 2013 Gil has used to broad expertise to advise clients in the marijuana industry nationally and in Colorado on regulatory issues, intellectual property, tax, employment and other general corporate issues. Regardless of the industry, Gil is often an integral member of a client’s team. Working with start-ups, and even more-established companies, he helps corporations understand the role of corporate counsel and regularly is able to demonstrate the value of timely and efficient legal guidance. His clients include medical and retail cultivators and distributors, manufacturers of marijuana-infused products, marijuana technology companies including fintech-related businesses, real estate owners and investors and family office investors.

Of considerable value to marijuana-related businesses is Gil’s advice regarding tax and corporate structuring to deal with the effects of IRC § 280E.

Because of his tax and international trade background, Gil has been able to provide a unique perspective to cross-border transactions in the Marijuana industry including acquisitions and mergers involving Canada listed companies.

Tapping into Kutak Rock’s extensive historic experience with agribusiness (https://www.kutakrock.com/services/practices/agribusiness/agribusiness-business-services), Gil has helped numerous clients engage in the production, processing and distribution of industrial hemp and its derivative products under the 2014 and 2018 Farm Bills.

International

Leveraging his considerable international experience, including building relationships and cultural understanding, Gil guides individuals and companies regarding U.S. inbound and outbound activities.

Prior to entering private practice, Gil 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 private law firm in La Paz, Bolivia primarily advising the government of Bolivia with respect to the privatization of state-owned enterprises.

His practice regularly involves:

  • Preliminary due diligence for proposed international operations and transactions including identifying suitable local counsel and partners.
  • Choice of entity 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 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.

 

Corporate/M&A
  • 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, healthcare, 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.
  • Spin-off of a U.S. subsidiary of a foreign metal products company.
  • Sale of a medical education company to a publicly 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. 
International
  • 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.

Presentations

  • “The Future of Cannabis in Colorado.” November 2017. 
  • Panel discussion with Jim Burack – Colorado Department of Revenue, Director Enforcement, Marijuana and Ray Gottesfeld, - Senior Medical Director, Relaxed Clarity Integrative Health.
  • “Legal Nuggets for Startup” November 2018 – A Panel discussion with Carly Abrahamson (Principal and General Counsel - Colorado Impact Fund); and David Stephenson (Of Counsel - Ditthavong & Steiner, P.C.; and Owner – Rocky Mountain Thunder Law Firm).
  • Business Case Law Update, Colorado Bar Association, Business Law Institute, 2016-2018.

Publications

  • “Mergers & Acquisitions in Colorado” Chapter 6, Colorado Methods of Practice, West Publishing Corporation.
  • “Taxation of Real Estate,” Chapter 60, Colorado Methods of Practice, West Publishing Corporation.
  • “Estate Planning for Family Business,” Chapter 105, Colorado Methods of Practice, West Publishing Corporation.
  • Co-Author, Chapter 1, Colorado Methods of Practice, West Publishing Corporation.