Gregory P. O'Hara

/My focus

I focus on technology and energy companies from startup to middle market. In addition, I advise clients on all aspects of corporate, finance and IP matters.

/Representative experience

Litigation Matters

• Pierced the corporate veil of related companies with commingled books and operations
• Defended accounting firm regarding claims of improper professional practices
• Investigate fraud, breach of fiduciary duty, and improper loan activities for bank in state of Washington
• Obtained summary judgment dismissal of partnership accounting claim against national law firm
• Investigate improper lending practices and director/officer negligence for bank in Southern California
• Tried to defense judgment claims of fraud, negligence, and breach of fiduciary duty made by shareholders against officers and directors of SEC-reporting REIT
• Defeated class certification and defended underlying lawsuit in asbestos toxic tort action
• Defended directors and officer of technology company in lawsuit alleging breach of fiduciary duty and fraud brought by former employees
• Advise officers and directors of fiduciary obligations in an insolvent company
• Advise officers and directors of duties to creditors and others in corporate reorganization
• Defend corporate affiliates against allegations of piercing the corporate veil
• Defend real estate construction loan against allegations brought by investors for violation of Sarbanes-Oxley, fraud, and deceit

• Defense judgment of business tort/contract lawsuit on behalf of national advertising company
• Defense judgment of age discrimination and contract lawsuit on behalf of securities brokerage firm
• Defense trial of harassment and workplace violence lawsuit on behalf of electronics manufacturer
• Represented a truck manufacturer in personal injury lawsuits
• Represented numerous businesses in class action toxic tort lawsuit
• Represented title insurance company in trade secrets theft litigation
• Represented national auto leasing company in trade secrets litigation
• Represented national hotel chain in trademark infringement litigation
• Represent CEO and director in multi-million dollar commercial litigation matter involving breach of contract, fraud, and breach of fiduciary duty allegations concerning a venture-funded startup
• Represented the board of directors and president of an SEC-reporting real estate investment trust and obtained a defense judgment against allegations of securities fraud, common law fraud, and violation of the California Corporations Code
• Represent a courier-service corporation in a jury trial involving allegations of fraud, bias, and wrongful termination
• Represent a water pipe manufacturer involving allegations of breach of warranty, negligence, breach of contract, and Unfair Business Practices.
• Represent officers and employees in defense of trade secret and Unfair Business Practices allegations in litigation
• Represent a technology company in defense of a jury trial involving employment termination
• Represent construction company in defense of court trial regarding complex development and construction agreements
• Represent CEO and director in contract dispute concerning IP development agreement, including allegations of corporate ultra virus acts
• Represent founder and shareholder of venture finance consulting company in shareholder dispute concerning ownership and buy-sell agreement
• Represent technology startup in litigation with former CEO regarding breach of fiduciary duty and usurping corporate opportunity
• Represent founder of distribution company defending allegations of fraud, mismanagement, and fraudulent transfer of corporate assets
• Represent chemical manufacturer in complex litigation involving international trade agreement with foreign corporation
• Represented several minority shareholders in contentious corporate litigation to remove CEO controlling shareholder

Corporate Matters

• Corporate formation and venture financing for startup companies
• Structure and negotiate mergers and acquisitions
• Negotiate term sheets for venture financing
• Develop and implement strategies for roll-ups
• Structure, negotiate, and document ESOP buyouts
• Down round and washout financing rounds
• Negotiate management buyouts
• Negotiate and structure strategic investments
• Negotiate and structure executive employment agreements
• Counsel directors regarding fiduciary obligations
• Counsel businesses in corporate governance and IP
• Negotiate and complete sales of private companies to public companies
• Negotiate NRE contracts
• Negotiate workouts with institutional lenders
• Develop and draft strategic alliance and marketing agreements for technology companies
• Counsel companies regarding trade secret protection
• Draft trade secret compliance programs

/Looking ahead

Clients want and deserve value from their lawyers, not just legal advice. Our clients will use us more and more because we provide solutions in the context of their business and add to the success of their company.

/Insights

• “Trade Secret Protection: An Analysis of the Concept Efforts Reasonable Under the Circumstances to Maintain Secrecy,” 5 Santa Clara Computer and High Technology Law Journal 321
• “Minimizing Exposure to Environmental Liabilities for Corporate Officers, Directors, Shareholders and Successors,” Santa Clara Computer and High Technology Journal
• “Parent Corporation and Shareholder Liability,” The Environmental Counsel
• “The Emerging Law of Nuisance Liability for Landowners Arising from Contamination,” Shepard’s California Land Use Law & Policy Reporter
• “Environmental Compliance is the New Cost of Doing Business,” San Jose Business Journal
• “Management Can Reduce Risk With a Compliance Audit,” San Jose Business Journal
• “Selecting an Environmental Consultant for Commercial Real Estate Transactions,” Commercial Real Estate Institute Journal Books
• Clean Air Act Compliance & Enforcement Manual (with W. Hamel), Shepard’s, 1993
• California Environmental Law and Land Use, (Contributing author), Matthew Bender, 1992