Petillon Hiraide and Loomis LLP brings together an exceptional combination of corporate finance, regulatory and litigation expertise.

LOS ANGELES | SOUTH BAY

ROBERT S. GREEN

OF COUNSEL

Robert S. Green is Counsel to the Firm in its New York City office. His corporate practice has run the gamut from representing listed public companies and large financial institutions to small businesses, and from major international mergers and acquisitions to start-up venture capital investments. Of particular interest to Mr. Green is the organization and financing of early-stage enterprises, where, in addition to providing sophisticated legal services, he can contribute a working lifetime of both experience and relationships to "mobilize resources" for the Firm's clients.

After clerking for Judge Harold R. Medina of the U.S. Court of Appeals for the Second Circuit, Mr. Green served for five years as a trial attorney in the Appellate Section, Civil Division, of the U.S. Department of Justice, and then entered private practice. He was a founding partner of Green, Sharpless & Greenstein, which merged with Nixon Hargrave Devans & Doyle (now Nixon Peabody) to create that firm's New York Office. He retired after 14 years as a partner of Nixon Hargrave and then served as counsel for five years with Pepper Hamilton and for four years with Wollmuth, Maher & Deutsch.

MR. GREEN'S PRACTICE INCLUDES:
  • General corporate representation, including advising start-up and early-stage companies in their organization, operations and financings; acting as general counsel and board member of public companies and handling their equity and debt financings, NASDAQ and Stock Exchange listings, reorganizations, recapitalizations, rights offerings, acquisitions and dispositions of subsidiaries, and other corporate matters.
  • Cross border transactions and general representation of U.S. companies abroad and foreign companies in the U.S.
  • Mergers, acquisitions and financings, leveraged buyouts, venture financings, and private placements and public offerings of securities.
  • Representing financial institutions, such as underwriters in public offerings, public venture capital funds, mutual funds and financial services firms, including broker dealers, financial advisory organizations, and merger and acquisition specialists.

Mr. Green graduated from Cornell University as a Phi Beta Kappa in 1948, after serving in the U.S. Navy in World War II. He earned his law degree in 1953 from Columbia Law School, where he was a Harlan Fiske Stone Scholar. He has written numerous articles on the securities laws, including how to comply with rules governing private placements, public offerings, proxy statements and sales of restricted securities, and on international licensing, immigration and other subjects. A founding director of Citizens for Clean Air and of Art for Refugees in Transition, he also served for twenty years as a trustee of the William Allanson White Institute of Psychiatry, Psychoanalysis and Psychology. He was admitted to the bars of New York, Florida and the District of Columbia, is a Life Member of the American Law Institute, and is listed in "Who's Who in America."

back to top

SANDER C. ZAGZEBSKI

OF COUNSEL

Sander graduated cum laude from Loyola Law School in 1997. Sander was also a member of the Loyola of Los Angeles Law Review and is a member of the Order of the Coif, St. Thomas More Law Honors Society and Phi Delta Phi Legal Honors Fraternity. In addition to serving as of counsel to our firm, Sander is a founding partner of Zagzebski Brothers LLP, a Los Angeles corporate and securities boutique law firm. Sander was previously associated with the international law firm Latham & Watkins LLP and with the large regional firm Troop Meisinger Steuber & Pasich LLP.

Sander represents strategic and financial buyers and sellers in all types of M&A transactions; issuers and investors in offerings of debt and equity securities; business entities in negotiating and structuring joint ventures and strategic alliances; and early stage, emerging growth and middle market companies and Boards in corporate governance matters.

MR. ZAGZEBSKI'S RECENT MATTERS INCLUDE THE FOLLOWING:
  • Representing a venture backed technology company in connection with several rounds of venture capital financing, technology licensing and general corporate matters.
  • Acting as mergers and acquisitions counsel to a major health club operator in connection with the acquisition and disposition of several entities and facilities.
  • Representing a mezzanine lender and investor in connection with the negotiated restructuring of several different debt investments.
  • Representing the promoters of a private equity fund in connection with its formation, private placement to investors and related transactions.
  • Representing an internet and new media company in connection with its angel and venture capital financings and related corporate matters.
  • Acting as securities co-counsel in connection with a large FINRA arbitration relating to a broker's failure to execute a trade under a written 10b5-1 Plan.
  • Represented an independent health and fitness company in connection with its acquisition of the assets of a fitness club operator.
  • Representing a beverage company in connection with its initial round of venture capital financing and its related corporate matters.
  • Acting as corporate counsel in a litigation matter between two shareholders of a privately held corporation, in which the disputes involved fiduciary duties and corporate governance issues, which ultimately settled for a confidential sum.
  • Representing a private equity-backed health and wellness company in connection with multiple acquisitions.
  • Representing a technology company in connection with a major joint venture agreement.
  • Representing several major real estate investors in connection with private placements of equity interests in several industrial, commercial and office properties.
  • Representing a talent and literary agency in connection with several transactions, including the organization and formation of a subsidiary.
  • Representing a private equity client in connection with its investment in a manufacturing company, which investment involved a series of related corporate, lending and real estate transactions.
  • Representing a major international conglomerate in connection with its spin-off/joint venture of a subsidiary entertainment company to an entity owned by it, management and new investors.
  • Representing a publicly traded company in connection with the simultaneous merger of the client and several subsidiaries of another publicly traded company.
  • Representing several major investment banks in connection with underwriting of securities offerings valued in excess of $500 million.

Sander is a member of the Board of Trustees of Catholic Charities of Los Angeles, Inc., one of the largest social service providers in Los Angeles, Ventura and Santa Barbara counties and a charity that provides its services to all in need without discrimination due to race, religion, ethnicity or gender.

WALTER R. ZAGZEBSKI

OF COUNSEL

Walter has enjoyed success both in practice and in law school. Walter graduated magna cum laude from Loyola Law School in 1997. Walter was a member of the Loyola of Los Angeles Law Review during law school. In 2005, Walter was named a California Rising Star by Los Angeles Magazine. This is an honor presented to only two percent of all lawyers under the age of 40. Walter is also a member of the Board of Directors of, and a Past President of, the Century City Bar Association.

Walter is a member of the Order of the Coif, St. Thomas More Law Honors Society and Phi Delta Phi Legal Honors Fraternity. In addition to serving as of counsel to our firm, Walter is a founding partner of Zagzebski Brothers LLP and previously was a partner at the business and entertainment litigation firm of Gaims, Weil, West & Epstein, LLP in Century City.

Walter focuses his practice on corporate and securities disputes and general litigation matters such as director and officer liability cases, breach of fiduciary duty disputes, disputes among shareholders, disputes relating to securities offerings and corporate transactions, business torts, commercial disputes, real estate disputes and professional malpractice cases. Walter has also has significant experience in intellectual property litigation and employment litigation.

MR. ZAGZEBSKI'S RECENT MATTERS INCLUDE THE FOLLOWING:
  • Representing a shareholder, officer and director of a closely-held company in connection with a series of related disputes with the other shareholder. This case was settled favorably for a confidential sum.
  • Representing a corporation and its principal shareholder in connection with a dispute involving an unlicensed broker-dealer. This case was settled favorably for a confidential sum.
  • Representing an entrepreneur and investor in the defense of a suit brought by another investor in several different enterprises alleging securities violations and other corporate violations. The client prevailed after discovery on a motion for judgment on the pleadings, and the case was dismissed.
  • Representing an issuer corporation against claims by a purchaser of shares in a private placement transaction. Walter succeeded in dismissing securities fraud and other tort allegations, and the case is proceeding on limited contract claims.
  • Representing the founder of an entertainment company who was wrongfully removed from its board and whose employment was wrongfully terminated. Walter helped obtain a multi-million dollar settlement on the founder's behalf.
  • Acting as part of the litigation team in one of the most intensely watched business trials in recent memory, in which the entrepreneur founders of a major internet company sued, among others, one of the largest venture capital firms in the world. This case was hotly contested and involved complex issues of fiduciary duty, general corporate law and securities laws, and the client was exonerated at trial.
  • Successfully persuading the California Supreme Court to de-publish a reported California Court of Appeal decision.
  • Representing one of the world's largest oil and natural gas producers in a trademark infringement action that resulted in an injunction favorable to the client after just three months of litigation.
  • Representing a large manufacturer in a trademark infringement and dilution action against an after-market parts manufacturer that resulted in a preliminary injunction that was upheld on appeal, a permanent injunction, and a damage award for the client.
  • Publishing an article titled "The Allocation of Repair Obligations in Form Leases," Los Angeles Lawyer (November 2005) that explains how the allocation of costs and repairs in a popular form commercial lease is likely to result in litigation between landlords and tenants