Mr. Fotenos concentrates on corporate, securities, and pass-through entity counseling. He has extensive experience in representing issuers in public and private equity financing, corporate governance, SEC reporting and compliance, mergers and acquisitions, and broker-dealer and investment advisor regulation.

Entity Formation

Mr. Fotenos represents corporate and pass-through entities in their organization, financing, and governance, including business, tax, and securities advice.

Securities Law

Mr. Fotenos has extensive experience in representing issuers in the registration of equity securities with the SEC, periodic reporting under the Securities Exchange Act of 1934, proxy and tender offer regulation, and NASD and Blue Sky regulation. He has represented issuers in connection with bank and institutional investor financing.

Equipment Leasing

Mr. Fotenos served as primary outside counsel for The Cronos Group (Nasdaq: CRNS) for over 20 years, representing it at all stages of its growth and operations, and has extensive experience in container lease financing and container leasing. He oversaw Cronos’ SEC reporting, SOX compliance, container financing, and managed container and joint venture relationships. He represented Cronos in the negotiation of its sale in August 2007 to an entity which management joined, which included representing the transaction committee of the Cronos board, overseeing the process that led to the transaction, negotiating the acquisition agreement with the buyer and its counsel, and preparing and filing Cronos’ proxy statement and Schedule 13E-3 transaction statement.

Hedge Funds

Mr. Fotenos serves as co- U.S. counsel for a group of offshore hedge funds, advising the funds on offering disclosure, Securities Act compliance, U.S. taxation, Exchange Act §§ 13 and 16 compliance, and operations.

Broker-Dealer and Investment Advisor Representation

Mr. Fotenos has organized and represented broker-dealers and investment advisors, and has represented broker-dealers in industry arbitration and NASD disciplinary proceedings. He formerly served as a principal of an NASD member firm, and held Series 7, 24, and 27 licenses.

• J.D., 1971 (Order of the Coif), Stanford School of Law
• M.B.A., 1971, Stanford School of Business
• A.B., 1968 (with distinction), Stanford University

·         “California’s New Limited Partnership Merger Statute,” California Business Law Reporter (January 1991)

·         “FDIC v. O’Melveny & Myers: Does Securities Counsel Owe To Investors and To Its Client a Duty To Conduct a Due Diligence Investigation of the Offering?” 15 Bus. Law News 3 (feature article) (Winter 1993)

·         “The Campaign to Eliminate the Vicarious Liability of Partners for Partnership Debts Captures Sacramento: California Adopts Limited Liability Partnership Legislation (for Lawyers and Accountants Only),” California Business Law Reporter (feature article) (November 1995 and January 1996)

·         “Forms for Use in Converting a Law or Accounting Firm Partnership to an LLP,” XI California Business Law Practitioner (feature article) (Winter 1996)

·         “Drafting Partnership Agreements and LLC Operating Agreements in a Check-a-Box World,” California Business Law Practitioner (feature article) (Winter 1997)

·         Contributor to CEB’s Selecting & Forming Business Entities (California Business Start-Up Series)

·         “Close Corporations In California,” California Business Law Practitioner (CEB Winter 2005) (Co-Author)

·         “Perfecting Security Interests Against Offshore Lessors Under Revised Article 9,” LJN’s Equipment Leasing Newsletter (March and April 2002)

·         “Understanding the Jobs and Growth Tax Relief Reconciliation Act of 2003,” LJN’s Equipment Leasing Newsletter (July 2003)

·         “Conflicting Currents: The Obligation to Maintain Inviolate Client Confidences and the New SEC Attorney Conduct Rules,” 32 Pepperdine L. Rev. 89 (Corporations Committee of the Business Law Section of the California State Bar (Co-Author) 2004)

·         “Can a Remedies Opinion be Given on an Equipment Lease?” LJN’s Equipment Leasing Newsletter (February 2006);

·         Co-author, “Close Corporations,” chapter 7 in Organizing Corporations in California (CEB March 2007)

·         “Legal Opinions,” chapter in Drafting Business Contacts: Principles, Techniques & Forms (CEB March 2008)

·         Co-author, “Opinion Law Developments—2007,” Business Law News (2007 Annual Review) (State Bar of California)

·         Speaker and co‑author, Fundamentals of Third‑Party Legal Opinions, 2008 Annual Meeting, State Bar of California (September 26, 2008)

·         Co‑Editor, Legal Opinion Newsletter (Committee   on Legal Opinions, Section of Business Law, American Bar Association)

·         “Rule B: Good Riddance to Maritime Pre-judgment Attachments of EFTs,” LJN’s Equipment Leasing Newsletter (March 2010)

Mr. Fotenos blogs for M&A Litigation Commentary at http://mandalitigationcommentary.blogspot.com. 

Mr. Fotenos is a member of the California State Bar, and is admitted to the U.S. District Courts for the Central and Northern Districts of California, the Ninth Circuit Court of Appeals, the U.S. Supreme Court, and the U.S. Tax Court. He is a member of the Bar Association of San Francisco and the American Bar Association.

Mr. Fotenos currently serves as Vice-Chair of the Opinions Committee of the Business Law Section of the California State Bar. He served as Co Chair of the Corporations Committee of the Business Law Section for 2004-2005, and as the Committee’s Vice-Chair of Legislation for 2003-2004. While serving as Co-Chair of the Committee, Mr. Fotenos was one of the editors of the Committee’s 2005 report (revised 2007), “Legal Opinions in Business Transactions (Excluding the Remedies Opinion).” He served as a member (1991-1994) and Treasurer (1993-1994) of the Executive Committee of the Business Law Section, and as Chair of the Partnerships Committee of the Business Law Section from 1989-1990. Mr. Fotenos was the primary draftsman of SB 2575, which added merger and dissenters’ rights provisions to the California Revised Limited Partnership Act. He served as Chair of the LLC Working Group of the Business Law Section, which sponsored SB 469, to enact a limited liability company statute in California (which was enacted in 1994). Mr. Fotenos also served as a member of the California State Senate Commission on Corporate Governance, Shareholder Rights and Securities Transactions, known as the Killea Commission.

Mr. Fotenos was an advisor to the drafting committee for the National Conference of Commissioners on Uniform State Laws that prepared the Uniform Partnership Act (1994) (known as RUPA). Mr. Fotenos has lectured on partnerships and limited liability companies.