An attorney with the firm since its inception and a partner since 1986, Russ provides legal counsel in a broad range of commercial finance and general business transactions, with emphasis on secured transactions, bankruptcy, insolvency, and creditors’ and debtors’ rights. Russ also represents real and personal property secured lenders and equipment leasing companies in debt restructurings and bankruptcy proceedings, as well as individual, corporate, and partnership debtors in Chapter 11 reorganization cases.
Russ has more than 20 years experience counseling clients who specialize in venture debt financing for start-up and early stage companies, as well as clients in the aircraft, railcar, and container leasing industry.
Venture Debt Financing
Represented leading Silicon Valley “venture debt” lender to start-up and early stage companies. Negotiated secured loans with warrants for more than 250 early stage companies in the computer, semiconductor, medical/biotechnical, internet and communications industries, including Google, Facebook, IDEC Pharmaceuticals, Juniper Networks, and Cerent (acquired by Cisco Systems)
Represented startup company clients in venture debt borrowings, including Twitter, Flixster, AdInfuse, Spock Networks, and Inside View Technologies Inc.
Out of Court Debt Restructuring
Represented lender in foreclosure of $35 million mezzanine loan to Hawaii real estate developer, thereby acquiring equity position in development project. Later negotiated forbearance and deed in lieu arrangement with non-bank holder of $40 million mortgage debt.
- Restructured secured debt owed by caviar production/aquaculture company, then acquired company through foreclosure by newly-formed captive limited liability company. Supervised turnaround of operations in collaboration with new general manager.
Represented high net worth borrower in a multi-bank negotiation to restructure loans and allow for orderly disposition of vineyard and winery assets.
Bankruptcy and Creditors’ Rights
Represented senior Enron executives on severance claims salary in Enron’s Chapter 11 case.
Selected by Citicorp Real Estate Inc., as senior mortgage lender, to represent Fillmore Center Project Corp., following confirmation of a creditor-sponsored Chapter 11 plan for this retail and apartment development.
Represented wind farm operator in PG&E Chapter 11 case on claims arising out of power purchase agreements.
Represented bond surety in bankruptcy cases filed by franchisee of Days Inn motels in California, Louisiana and Georgia, on issue of whether post-petition hotel revenues were encumbered “rents” under deeds of trust or “free” receivables under Section 552 of Bankruptcy Code. Successfully argued case in Ninth Circuit Court of Appeals in a widely reported decision.
Confirmed mortgage restructure plan in contested single asset Chapter 11 real estate case. Plan reduced mortgage by 25% and enjoined mortgagee from drawing letter of credit against principals.
In contested Chapter 11 case, negotiated restructure of mortgage debt against the historic restaurant/hotel Riverboat Delta Queen in Old Sacramento.
Represented owner of large office park in connection with tenant bankruptcies, including telecom companies Rhythms Net Connections, US Wireless, Exodus, IBeam Broadcasting, Cellnet, XO Communications, Global Crossing, Telpro Technologies and WorldCom.
Represented national REIT landlord in bankruptcies of Webvan, Komag, Egghead Software, Federal-Mogul Global, Homelife Corporation, Next Trend Technology, Inc., Skyway Freight, Fleming Companies, Linens ‘n Things, Shoe Pavilion, and Atlas Headwear.
Mergers & Acquisitions
Acquisition of stock of medical device compnay from American Home Products. Negotiated spin-off of its fitness equipment division to Stairmaster.
Acquisition of RTA Desert Cinemas, a theatre chain in Southern California. Sale of network of theatres to Regal Cinemas in a transaction that drew unsuccessful challenge by FTC on antitrust grounds.
Sale of 2nd largest franchisee of Burger King stores, covering over 250 restaurants in Alabama, Arkansas, California, Florida, Kansas, Louisiana, and Mississippi.
Sale of assets of PVC pipe manufacturing company to international construction products company, CertainTeed (Saint-Gobain).
Sale of closely held advertising agency to Omnicom/BBDO.
- J.D., 1980, Boston University School of Law
- B.A., 1976, Brown University
- Law Clerk to U.S. Bankruptcy Judge Arthur N. Votolato (D.R.I.), 1979
OTHER PROFESSIONAL EXPERIENCE
During 2009 through 2011, Russ was away from the firm, serving as Chief Operating Officer of San Francisco-based MK Enterprises, Inc. and affiliated companies, providing management and leadership for the operations of a diverse, multi-million dollar portfolio of operating companies and investments.
Assets under management included 2.5 million square feet of commercial real estate (office and industrial buildings), a motion picture production company, a toy manufacturer and distributor, wine and spirits companies, a wholesale food company, and portfolio of private equity investments across several asset classes.
- “Hotel Revenues Mystery: The Butner Did It!”, Lender Liability News, Vol. 6, No. 21; Buraff Publications, April 15, 1994.
- “Senate Passes Bankruptcy Reform Bill; Seeks Reversal of 1989 Deprizio Ruling,” Lender Liability News, Vol. 6, No. 22; Buraff Publications, April 29, 1994.
- “Hotel Creditors Prevail Before Ninth Circuit,” The Recorder, June 15, 1994, an article discussing the firm’s successful appeal in a group of related hotel bankruptcy cases, In re Days California Riverside
- Admitted to practice in the States of California, Massachusetts and Rhode Island
- Admitted to practice in the U.S. Court of Appeals for the Ninth Circuit; U.S. District Courts for Northern, Eastern, and Central Districts of California; Northern District of Texas; and District of Rhode Island
- Elected member of the Uniform Commercial Code Committee of the Business Law Section of the State Bar of California, 2008 and 2009.
- Director, Slide Ranch, a nonprofit environmental education center in Marin County, CA.
- Director, The Freight and Salvage Coffeehouse, a nonprofit organization which operates a tradional music performance venue in Berkeley, CA.