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Turning 125: Nelson Mullins Celebrating 125 Years of Legal Service in 2022
In January 1897, attorney P.H. Nelson left his position as solicitor of the Fifth Judicial Circuit to set up a private law practice in Columbia, S.C. The State newspaper contained a short but prescient news item on Jan. 26 about the endeavor, which noted that "the new firm should meet with great success."
And they were right. Today, Nelson Mullins Riley & Scarborough LLP offers legal services in 15 states and the District of Columbia from 31 offices with 930+ attorneys, policy advisors, and professionals. It is the 71st largest law firm in the nation based on 2021 gross revenues, according to The American Lawyer’s Am Law 100, a legal news organization that tracks law firm growth.
Throughout 2022, Nelson Mullins will be sharing seminal events from its history that highlight its growth from a one-man firm in 1897 to where we are today. Click here to learn more.
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July 6, 2022
Partner Virginia "Ginger" Rolfes will be a panelist for a CLE on July 6 titled "Real Estate Finance: Structuring Earnout, Release Parcel, and Partial Prepayment/Defeasance Provisions." The CLE will discuss holdbacks and earnout provisions under which mortgage proceeds are retained by the lender but made available to the borrower upon satisfaction of certain conditions. The panel will also analyze provisions that allow for the release of a parcel post-closing, including the subdivision, easement rights, and entity issues to address. In addition, the panel will discuss the prepayment and partial defeasance options with either scenario.
Real Estate Finance: Structuring Earnout, Release Parcel, and Partial Prepayment/Defeasance Provisions Hosted by: Strafford
Richard H. Otera
Partner
19191 South Vermont Avenue
Suite 900
Torrance, CA 90502
Rich practices primarily in franchise and distribution law and litigation. He has counseled clients for over 20 years in all aspects of the automotive industry in the U.S., including as in-house counsel for a major OEM and as general counsel for a Tier 1 automotive supplier. From 2001 to 2015, Rich worked...
Rich practices primarily in franchise and distribution law and litigation. He has counseled clients for over 20 years in all aspects of the automotive industry in the U.S., including as in-house counsel for a major OEM and as general counsel for a Tier 1 automotive supplier. From 2001 to 2015, Rich worked at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.
In 2015, Rich was hired to establish the first-ever U.S.-based legal department for Sumitomo Electric Industries, Ltd., a Fortune Global 500 manufacturer of electrical components and other related products in core areas including automotive. As General Counsel of the Americas, Rich established and led a full-service legal department providing comprehensive legal support to 46 SEI subsidiary companies throughout North and South America.
at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.
In 2015, Rich was hired to establish the first-ever U.S.-based legal department for Sumitomo Electric Industries, Ltd., a Fortune Global 500 manufacturer of electrical components and other related products in core areas including automotive. As General Counsel of the Americas, Rich established and led a full-service legal department providing comprehensive legal support to 46 SEI subsidiary companies throughout North and South America.
Experience
Experience
Motor Vehicle Industry Experience
Counseling executive management of automotive original equipment manufacturers on business–critical and strategic legal issues involved in the manufacturing, sale, and distribution of motor vehicles nationwide, including:
- Dealer network administration and market representation issues under federal/state franchise and antitrust laws
- Addition, relocation, and termination of dealers
- Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
- Allocation and distribution of vehicles, including litigation relating to allocation
- Pricing and incentives issues
- Dealer advertising support, co-op funds, dealer advertising associations
- Trademark/branding issues
- Buy-sell agreements and related issues including exercise of Right of First Refusal
- Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
- New vehicle launches, including launches of specialty and low-volume vehicles
- Marketing and sale of alternative fuel vehicles
- Distribution issues regarding ride-sharing and alternative transportation models
- Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
- Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
- Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products
Multi–National General Counsel Advice (emphasis on Japanese–based companies)
- General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
- Corporate best practices for multi-national companies
- Complex transactions and litigation matters in the U.S. and globally
- Establishment and maintenance of global compliance and anti-trust policies and procedures
- Domestic and cross-border transactions, including mergers & acquisitions and joint ventures
Complex Commercial Litigation
In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:
- Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
- Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history
Beyond the Automotive Industry
Rich has further experience beyond the automotive industry, including:
- General counsel advice and support for global commercial enterprises
- Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
- Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
- Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
- Antitrust litigation and counseling
- Domestic and cross-border mergers & acquisitions
- Customs, trade and export control issues
- Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures
Previous Professional Experience
- General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
- Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
- Attorney, Los Angeles offices of two law firms (1995–2001)
Educational Activities
- Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)
Education
-
Loyola Law School,
JD,
cum laude
(1994)
- Order of the Coif
- St. Thomas More Law Honor Society
- Loyola of Los Angeles Law Review
- Staff (1992-1993)
- Note and Comment Editor (1993-1994)
- University of California, Los Angeles, BA, English (1990)
Admissions
- California
- U.S. District Court for the Central District of California
- U.S. District Court for the Northern District of California
- U.S. District Court for the Southern District of California
- U.S. District Court for the Eastern District of California
- U.S. Court of Appeals for the Ninth Circuit
Practice Areas
Experience
Motor Vehicle Industry Experience
Counseling executive management of automotive original equipment manufacturers on business–critical and strategic legal issues involved in the manufacturing, sale, and distribution of motor vehicles nationwide, including:
- Dealer network administration and market representation issues under federal/state franchise and antitrust laws
- Addition, relocation, and termination of dealers
- Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
- Allocation and distribution of vehicles, including litigation relating to allocation
- Pricing and incentives issues
- Dealer advertising support, co-op funds, dealer advertising associations
- Trademark/branding issues
- Buy-sell agreements and related issues including exercise of Right of First Refusal
- Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
- New vehicle launches, including launches of specialty and low-volume vehicles
- Marketing and sale of alternative fuel vehicles
- Distribution issues regarding ride-sharing and alternative transportation models
- Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
- Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
- Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products
Multi–National General Counsel Advice (emphasis on Japanese–based companies)
- General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
- Corporate best practices for multi-national companies
- Complex transactions and litigation matters in the U.S. and globally
- Establishment and maintenance of global compliance and anti-trust policies and procedures
- Domestic and cross-border transactions, including mergers & acquisitions and joint ventures
Complex Commercial Litigation
In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:
- Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
- Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history
Beyond the Automotive Industry
Rich has further experience beyond the automotive industry, including:
- General counsel advice and support for global commercial enterprises
- Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
- Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
- Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
- Antitrust litigation and counseling
- Domestic and cross-border mergers & acquisitions
- Customs, trade and export control issues
- Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures
Previous Professional Experience
- General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
- Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
- Attorney, Los Angeles offices of two law firms (1995–2001)
Educational Activities
- Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)
Media
Recognitions
- Legal 500 United States: Industry Focus: Transport: rail and road – litigation (2020–2022)
- Law360 Transportation Editorial Advisory Board (2020, 2021)
- Chambers USA: America's Leading Lawyers for Business, Transportation: Road (Automotive) – Nationwide (2022)
Professional Activities
- American Bar Association
- Japanese American Bar Association
- National Asian Pacific American Bar Association
Community
- Board of Directors, Community Legal Aid SoCal (2021–present)
Rich practices primarily in franchise and distribution law and litigation. He has counseled clients for over 20 years in all aspects of the automotive industry in the U.S., including as in-house counsel for a major OEM and as general counsel for a Tier 1 automotive supplier. From 2001 to 2015, Rich worked... at the U.S. headquarters of American Honda Motor Co., Inc., as the primary in-house lawyer responsible for dealer franchise and other commercial legal issues for the Honda and Acura auto divisions nationwide. In that capacity, Rich focused on franchise law; antitrust law; negotiation and documentation of development agreements, supply agreements, strategic commercial agreements, joint ventures and other contracts; digital media transactions; management of complex commercial litigation, including nationwide class actions; and counseling executive management on day-to-day business operations.
In 2015, Rich was hired to establish the first-ever U.S.-based legal department for Sumitomo Electric Industries, Ltd., a Fortune Global 500 manufacturer of electrical components and other related products in core areas including automotive. As General Counsel of the Americas, Rich established and led a full-service legal department providing comprehensive legal support to 46 SEI subsidiary companies throughout North and South America.
Experience
Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Experience
Motor Vehicle Industry Experience
Counseling executive management of automotive original equipment manufacturers on business–critical and strategic legal issues involved in the manufacturing, sale, and distribution of motor vehicles nationwide, including:
- Dealer network administration and market representation issues under federal/state franchise and antitrust laws
- Addition, relocation, and termination of dealers
- Dealer performance issues, including development and support of multiple comprehensive national programs to address dealer performance in both sales and service
- Allocation and distribution of vehicles, including litigation relating to allocation
- Pricing and incentives issues
- Dealer advertising support, co-op funds, dealer advertising associations
- Trademark/branding issues
- Buy-sell agreements and related issues including exercise of Right of First Refusal
- Parts, service, and warranty-related issues, including
- Service marketing programs
- Service-only dealership facilities
- Parts marketing and pricing issues
- Recalls and service campaigns
- New vehicle launches, including launches of specialty and low-volume vehicles
- Marketing and sale of alternative fuel vehicles
- Distribution issues regarding ride-sharing and alternative transportation models
- Framework agreements and dealer network strategies regarding dealerships that are owned by public entities or large dealer groups
- Captive financing issues including wholesale and retail finance, ancillary products and regulatory compliance
- Motorsports sales and distribution issues, including motorcycle, ATV, personal watercraft, and side-by-side products
Multi–National General Counsel Advice (emphasis on Japanese–based companies)
- General counsel advice and counsel for global companies, both at the U.S. subsidiary level and at the globally-based parent company level
- Corporate best practices for multi-national companies
- Complex transactions and litigation matters in the U.S. and globally
- Establishment and maintenance of global compliance and anti-trust policies and procedures
- Domestic and cross-border transactions, including mergers & acquisitions and joint ventures
Complex Commercial Litigation
In this area, Rich has experience with dealer franchise litigation, class action and multi–district litigation, and individual plaintiff business litigation, including:
- Oversight of various dealer franchise litigation matters over a 14–year period – including add–point, relocation, allocation, and termination cases
- Oversight of nationwide class actions, including one of the largest multi–district litigations in U.S. history
Beyond the Automotive Industry
Rich has further experience beyond the automotive industry, including:
- General counsel advice and support for global commercial enterprises
- Knowledge and experience as legal counsel to foreign-based corporations, especially Japanese companies
- Corporate best practices and strategies to both achieve business advantages and reduce liability exposure
- Numerous commercial transactions including franchise agreements, development agreements, purchase and supply agreements, distribution and consignment agreements, licensing agreements, and SaaS and technology agreements
- Antitrust litigation and counseling
- Domestic and cross-border mergers & acquisitions
- Customs, trade and export control issues
- Development of global compliance programs and initiatives, including codes of business conduct and supporting policies and procedures
Previous Professional Experience
- General Counsel, Sumitomo Electric Industries, Ltd. (2015–2017)
- Senior Corporate Counsel, Honda North America, Inc. (2001–2015)
- Attorney, Los Angeles offices of two law firms (1995–2001)
Educational Activities
- Loyola Law School
- Author, Note, A Bone to Pick with Mexicali Rose v. Superior Court: Liability of California Restaurants for Injuries Caused by Substances in Food, 27 Loy. L.A. L. Rev. 397 (1993)
Education
-
Loyola Law School,
JD,
cum laude
(1994)
- Order of the Coif
- St. Thomas More Law Honor Society
- Loyola of Los Angeles Law Review
- Staff (1992-1993)
- Note and Comment Editor (1993-1994)
- University of California, Los Angeles, BA, English (1990)
Admissions
- California
- U.S. District Court for the Central District of California
- U.S. District Court for the Northern District of California
- U.S. District Court for the Southern District of California
- U.S. District Court for the Eastern District of California
- U.S. Court of Appeals for the Ninth Circuit
Practice Areas
- Commercial Litigation & Business Torts
- False Advertising & Unfair Trade Practices
- Franchise & Distribution - Corporate
- Franchise & Distribution - Litigation
- General Counsel Services
- Motor Vehicle Manufacturers & Distributors
- Class Action & Multi-Claim Litigation
Industries
- Legal 500 United States: Industry Focus: Transport: rail and road – litigation (2020–2022)
- Law360 Transportation Editorial Advisory Board (2020, 2021)
- Chambers USA: America's Leading Lawyers for Business, Transportation: Road (Automotive) – Nationwide (2022)
- American Bar Association
- Japanese American Bar Association
- National Asian Pacific American Bar Association
- Board of Directors, Community Legal Aid SoCal (2021–present)
Highlights from the Firm’s Idea Exchange
