Mr. Wall is a senior partner in the firm’s Corporate Section whose practice focuses on mergers, acquisitions, recaps, sales and reorganizations; venture capital transactions; securities including numerous public and private offerings; broad-based tax planning; fund formations; and preparation of loan documentation. Mr. Wall has a Martindale-Hubbell legal rating of AV which is the highest possible. He has been repeatedly named in Los Angeles Magazine as one of the Super Lawyers in Southern California.
Mr. Wall is active in the business and civic community where he has served as a director of the Forum for Corporate Directors, CASA (Court Appointed Special Advocates), Association for Corporate Growth, the Orange County Museum of Art, and the New Majority, which he was one of the co-founders. He also has been a director of ANFI Inc. (a NASDAQ company, where he chaired the special committee evaluating an acquisition proposal) and is currently on the Board of Advisors for First Foundation Bank.
Mr. Wall received his J.D. in 1974 from the University of Miami, after receiving a B.A. in Economics from the University of Virginia in 1971. In 1979-1980, he attended the University of San Diego Tax Program and during that time served as research assistant to Yale Professor Boris Bittker on his five-volume “Treatise on Federal Income Taxation.” Mr. Wall is frequently asked to speak on various merger and acquisition topics.
Areas of Expertise
- Mergers and Acquisitions
- Financings and Securities
- Tax Planning
- Fund Formation
- Loan Documentation
- Representation of Alacer Corporation (manufacturer of EmergenC) in connection with its sale to Pfizer.
- Representation of Ownership Group in connection with the acquisition of an NBA Team.
- Representation of Primoris Corp. in a public merger with a Special Purpose Acquisition Corp. (SPAC) with a transaction value of approximately $350,000,000.
- Representation of Advantage-Crown Sales & Marketing, Inc., a national food distributor in connection with an approximate $260,000,000 acquisition by a New York Stock Exchange Company.
- Representation of American Title, a NASDAQ traded title insurance company, in connection with its merger with Fidelity Title in a deal valued at $182,000,000. Also served as head of a Special Committee of the Board of Directors that negotiated the transaction, as well as reviewing the fairness of compensation paid.
- Representation of Ocean Pacific Apparel Corp. (OP) in connection with its acquisition by Warnaco.
- Representation of The Outdoor Channel cable TV station with a valuation of approximately $216,000,000 merging into a publicly owned entity.
- Representation of Pacific Ethanol Inc. in connection with its merger into a public company, related proxy filings and add-on financings.
- Representation of numerous clients in connection with fund formations in sizes from $50,000,000 to $750,000,000.
- Structuring and preparation of numerous Regulation D Private Placement Memorandums.
- Ambassador George L. Argyros
- Riordan, Lewis & Haden
- ClearLight Partners, LLC
- H & G Capital Partners
- The Outdoor Channel
- International Bay Clubs, Inc. (Balboa Bay Club and Newport Beach Country Club)
- Liam Ventures, Inc. (William F. Farley)
- McDonald’s Corporation
- Mellon Venture Capital
- Ocean Pacific Apparel Corp. (OP)
- Capital Pacific Holdings
- Pacific Ethanol, Inc. and Bill Jones (former California Secretary of State and U.S. Senate Candidate)
- Ruby’s Restaurant Group
- William E. Simon and Sons
"When Doyle & Boissiere Fund I was considering the sale of Qcean Pacific Apparel Corp. (Op), we sought to retain an attorney who not only had significant merger and acquisition legal experience but a person who understood the business dynamics and market terms for a transaction of this type. It was also important for us to have an attorney we could count on who could see that the transaction was closed on a timely basis because of the time constraints we were under. Mr. Wall was able to conclude the acquisition of Ocean Pacific by Warnaco in approximately three and a half weeks from the date of the letter of intent including securing Hart-Scott-Rodino approval. We were extremely pleased at the outstanding results which he obtained for us and the reasonableness of the fee which was charged." William E. Doyle, Managing Partner, Doyle & Boissiere Fund I
- “I selected George Wall to represent American National Financial, Inc. (American Title) which was a NASDAQ company in connection with its merger and acquisition with Fidelity National Financial, Inc. Prior to the transaction taking place, I had asked George to join the Board of Directors of American Title and once the negotiations commenced because of my confidence in him I requested that he head up the Special Committee of the Board of Directors that negotiated the terms of the sale with Fidelity. Mr. Wall negotiated many favorable terms for the transaction that were not initially proposed by Fidelity and saw to it that the fiduciary duties of all the directors were met. In addition to his performance as head of the Special Committee, Mr. Wall as counsel to the Company did an outstanding job in seeing that the transaction was completed on an expeditious basis. The fees for a major transaction such as this were very reasonable in part because of the proper staffing of this transaction eliminating needless duplication of work.” Michael C. Lowther, Former Chief Executive Officer and Chairman of the Board, American National Financial, Inc.
- “During my acquisition career I have been fortunate to work with numerous excellent attorneys. In connection with my acquisition of a company in Orange County, I was recommended to George Wall by George Argyros. The negotiation and documentation processes were quite lengthy and complex. However, George did a masterful job of advising me both legally and practically. His firm performed a thorough due diligence of the target company and George was helpful in negotiating very favorable purchase price acquisition terms.” William F. Farley, Former Chairman of the Board of Fruit of the Loom and part owner of the Chicago White Sox
- “I and the other members of the Special Committee of The Outdoor Channel interviewed a number of law firms in connection with our proposed merger and acquisition and selected George Wall to represent us in this important transaction. We selected George because of his prior experience in mergers of public companies and past experience in representing directors of public companies including special committee work. Because of his experience he was able to suggest an exemption from the registration requirements which greatly facilitated the transaction and considerably reduced the fees and cost of the transaction.” Liz Sanderson, Esq., Chairperson of the Board of Directors, Special Committee of The Outdoor Channel
- “I selected George Wall to represent me in a merger of healthcare companies and a concurrent new round of financing. George’s perseverance throughout this process was much appreciated and I appreciated his pushing this transaction to a closing despite the fact that multiple out of state and foreign parties were involved with multiple conflicting interests.” Christopher J. Massey, Former Managing Partner Deloitte & Touche, Orange County, California Office
- "Pre-Sale Tax Planning," Orange County Business Journal, September 2012
- "Unique Aspects of Asset Purchases," Orange County Business Journal, September 2011
- “The Wrongs of Recission Rights”, The Deal Magazine, August 2010
- "California Rescission Rights for Transactions Involving Unlicensed Brokers-Dealers", Orange County Business Journal, May 2010
- “Increased Use of Earnouts In Current Economic Environment”, Orange County Business Journal, August 2009
- Lecturer, Forum for Corporate Directors: “Structuring Public Transactions for Defense of Potential Class Action Securities Litigation” 2005
- Lecturer, Forum for Corporate Directors: “Relationship Between the Board and the CEO Responsibilities and Liabilities Lessons Learned from the Disney Ruling” 2005
- Lecturer, Orange County Bar Association: “Drafting LLC Operating Agreements” 1995
- Lecturer, Crittendon Group on One Hundred Percent Financing; Topic: “Structuring Contingent Interest Loans” 1986
- Lecturer, at Canton University, Canton, China on U.S. Taxation 1985; additionally, assisted the Dean of the Graduate Business School and Dean of the Law School at Canton University in developing their curriculum.
- Director ANFI, Inc. (NASDAQ), director 2002-2003, Chairman of Special Committee reviewing fairness of acquisition proposal
- Forum for Corporate Directors, director 2004-2008
- New Majority, founder and director 2000-present
- Association for Corporate Growth, director 2006- present
- CASA (Court Appointed Special Advocates), director 2004-2008
- Orange County Museum of Art, director 1997-2002