STEPHEN I. HALPER Email: SteveHalper@Reish.com Steve Halper is a partner of the law firm of Reish Luftman Reicher & Cohen, representing businesses and their owners in a wide range of corporate and transactional matters. Steve's practice focuses on all aspects of the formation, organization, financing and operation of corporations, limited liability companies and partnerships. He also deals extensively in acquisitions and sales of businesses, and resolution of shareholder and partner disputes. The clients he services include closely held businesses in numerous industries, early-stage growth companies in the technology sector, and investment funds, as well as their respective shareholders and equity owners. Prior to joining the firm, Steve served for several years as a partner in a Silicon Valley law firm, as well as other Los Angeles firms. He is a member of the Partnerships and Limited Liability Companies Committee of the Business Law Section of the State Bar of California. Areas of Practice Business Professional Experience Steve has represented corporations, partnerships, LLCs and their owners in a broad range of matters. Areas and transactions in which he has recently advised clients include: Formation and ongoing representation of operating companies in numerous markets, including internet, software and other technology, equipment distribution, communications, real estate, packaging products, food products, restaurants and professional services. Formation and ongoing representation of early stage technology companies, including founders' rounds and restricted stock arrangements, bridge loan financing, venture capital financing, stock option and other equity incentive plans, employment matters, and general business guidance. Acquisitions and sales of businesses and business divisions, including asset purchases and sales, stock purchases and sales, and mergers. Structuring and formation of private equity funds. Representation of private equity funds in portfolio company investments. Private placements of LLC interests. Representation of two Fortune 500 technology companies in strategic equity and debt investments, divestiture planning and related matters. Shareholder and partner buyout agreements and dispute resolution. Licensing, franchise and distribution agreements. Employment and compensation agreements, as well as separation and severance agreements and consulting agreements. Expert witness on partnership and LLC matters. Litigation consultation on issues involving corporate, LLC and partnership matters including fiduciary duties, governance issues, "clawback" litigation, recovery of distributions and other matters. Publications and Presentations Steve is a co-editor of the "Guide to Organizing and Operating a Limited Liability Company in California," an official publication of the Business Law Section of State Bar of California (2001 Edition). He has also written various articles on business law topics, including "Restrictive Covenants in Law Firm Partnership Agreements" (1992) and "Revisiting Restrictive Covenants in Law Firms" (1994) in Business Law News, a publication of the State Bar of California. In addition, he is a frequent panelist for CEB and State Bar MCLE programs, including programs concerning organization and operation of LLCs and partnerships (1997, 2004 and 2007) and fiduciary duties of members/partners (2003). Education Steve received his B.A., with honors, in 1974 from Washington University in St. Louis, Missouri and his J.D., with honors, in 1977 from the University of Minnesota.