Sherry D. Spees
Ms. Spees practices in the areas of business transactions, bankruptcy reorganizations, tax law and estate planning. Her experience in transactional matters encompasses the formation of new businesses and investments through corporations, partnerships and limited liability companies as well as representation of clients in connection with structuring, negotiating and implementing the acquisition, sale, merger, reorganization and financing of existing businesses. In the course of her mergers and acquisitions practice, she frequently negotiates and drafts, on behalf of buyers and sellers, letters of intent, stock and asset purchase agreements, merger agreements, buy sell agreements, private placement agreements and loan documents. She also assists clients with issues arising in the context of their day to day business operations, such as distribution and licensing agreements, employment and consulting contracts, covenants not to compete, equipment and real estate leases, real estate purchase contracts and financing concerns.
Ms. Spees has also done extensive work in connection with her representation of partnerships and limited liability companies, negotiating and drafting partnership and operating agreements, including preparation of complex special allocation provisions, as well as negotiating and documenting buy sell agreements for principals. Ms. Spees has represented clients in a variety of industries, including hospitals, home health care service providers, physicians and dental practices, manufacturing concerns, food distribution companies, advertising agencies, sound studios, radio commercial and television production companies, restaurants, nightclubs, apparel companies, hotels and real estate developers and management companies.
Ms. Spees has considerable bankruptcy experience focusing on tax and transactional issues raised in connection with the Firm's insolvency and debt restructuring practice. Such issues include the utilization and preservation of net operating losses of companies reorganizing under the Bankruptcy Code, as well as discharge of indebtedness and priority of tax liens under the Bankruptcy Code, as well as drafting disclosure statements and drafting and implementing plans of reorganization. She represents both companies in bankruptcy and undergoing work-outs with creditors in connection with the negotiation and drafting of asset sale contracts as well as purchasers of distressed companies.
In addition to advising business clients on a variety of tax matters, Ms. Spees provides tax and estate planning services to individual clients, including living trusts, trusts for minors, insurance trusts, wills, general and healthcare powers of attorney, and pre and post-nuptial agreements.
Born: Philadelphia, Pennsylvania 1956
Education: University of Pennsylvania (B.A., magna cum laude, 1977); Temple University (J.D., 1981); New York University (L.L.M., Tax, 1983)
Admissions: State Bar of California, 1982; U.S. District Court, Central, Northern, Eastern and Southern Districts of California
Professional Experience: Associate, Whitman & Ransom, New York, New York, 1982-1984; Associate, Curtis Mallet-Prevost Colt & Mosle, New York, New York, 1984-1986; Associate, Wyman, Bautzer, Kuchel & Silbert, Los Angeles, California, 1986-1987; Associate and Senior Counsel, Stroock & Stroock & Lavan, 1987-1991; Managing Partner, Weiss & Spees, LLP, Los Angeles, 1991-2002; Berkowitz Black & Zolke, 2002-2003; Partner, Fainsbert Mase & Snyder, LLP, 2003- June, 2009; Managing Partner, Weiss & Spees, LLP, June 2009-present
Member: State Bar of California; State Bar of New York; State bar of Pennsylvania (inactive status)
Treatment of Federal Tax Claims in Bankruptcy, Tax Ideas, Macmillan Information Company, Inc.
Panelist, CEB Conferences: "Representing Parties in the Sale of a Business"; "Organizing and Advising Closely Held Corporations"; "Tax Aspects of Loan Workouts and Bankruptcies"; "Financing California Businesses"; "Introduction to Buying and Selling a Business". Chair, CEB Conference “Organizing and Advising Closely Held Businesses”.