An MBA and seasoned businesswoman, Kim Scala brings an insider’s creativity and understanding to her business law practice. She negotiates complex real estate, financing and commercial transactions for sophisticated clients and advises medium-sized clients and emerging growth businesses in a wide range of corporate and general business matters and agreements.

Practical Solutions for Business Clients

Kim regularly handles such matters as purchase and sale of businesses, management transition, joint ventures and strategic alliances, corporate restructuring, entity selection and formation, governance and general corporate matters. Recently, she represented an inventor in structuring six entities to minimize corporate liability and tax consequences.

Advising California Real Estate Clients

In real estate matters, Kim represents both private clients and public agencies in complicated acquisition, disposition and leasing transactions. She recently represented an out-of-state investor group in the acquisition of an REO-owned 36-hole, luxury golf course and improvements and over 130 high-end, residential lots.

Trusted Counsel to Mid-Sized and Family-Owned Businesses

Known for her ability to work well with all clients and anticipate their unspoken needs, Kim serves as trusted comprehensive counsel to multiple privately-held entities. She advises on such matters as asset purchase and equipment leasing, distribution and procurement agreements, loan negotiations, ownership transition, professional services and employee incentive agreements, and the gamut of day-to-day operational issues. She provides ongoing counsel to a closely-held family business that owns over 30 franchised restaurants in California, including real estate acquisition, financing, leasing and title and easement issues. She also represents physicians and professional medical corporations, winery owners, and services companies in the areas of medical management, payroll, temporary staffing and international contractor placement.

Representing Borrowers, Lenders and Financial Services Clients.

Kim represents both borrowers and lenders in private and public financing transactions, including joint ventures. Recently, she closed a $57.5M financing from Canadian investors with a multi-phased acquisition of six separate projects. She represents clients in loans secured by real estate, accounts receivable and other asset-based lending, and public financing. Kim has served as borrower’s, underwriter’s and disclosure counsel in tax-exempt and taxable bond financings involving healthcare facilities, solid waste companies, counties, cities, special districts and conduit financings for 501(c)(3) organizations and private enterprises.

Experienced In-House Counsel and Entrepreneur

Prior to joining Archer Norris, Kim was Associate General Counsel at a successful Silicon Valley technology company where she also managed relationships with key partners. Earlier, she launched, operated and sold a contracting business. Kim has experience representing technology companies, including green technology and alternate energy businesses.

Kim Scala’s recent representative matters include:

Business

Structuring - Represented an inventor in structuring six entities to achieve maximum protection of intellectual property and corporate assets, favorable tax treatment, and implementation of employee incentive programs, while assuring management control, transition planning and minimization of liability. 

Real Estate

Acquisition – Represented an out-of-state investor group in the acquisition of an REO-owned 36-hole, luxury golf course and improvements and over 130 finished and unfinished lots.  Due diligence involved issues relating to complicated water supply and easement rights, transfer of alcohol license, management and continuing services contracts, claims involving the foreclosing lender, and the assignment of a portion of the property to an unrelated third party at a second simultaneous closing. 

Family-Owned Business

Represented the owners of a regional solid waste company in a multi-million dollar transaction, along with partner Rick Norris. The negotiations culminated in the sale of the company to a publicly traded corporation.  We represented the owners in all aspects of the sale.  Initially, we helped determine the terms of sale, select an investment banker, and guide the bidding process.  In addition to complex due diligence and sale documentation, our engagement included marathon negotiations with the buyer over purchase terms, including holdbacks and indemnities, agreements with third parties, including public agencies, agreements with key employees, opinion letters, and performing all other legal services necessary to complete the transaction.

Financial Services

Financing – Recently closed a $57.5M financing from Canadian investors to a homebuilder in connection with a multi-phased acquisition of six separate projects. 

Kim’s experience includes the following areas, as illustrated (at least in part) by the representative matters above: 

• Entity formation, corporate restructure and management transition
• Joint venture and strategic alliance
• Business agreements and transactions
• Secured and unsecured private financing
• Municipal bond and other public financing
• Real estate acquisition and disposition
• Leasing
• Easements