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Marc Boiron

Associate
T: 714-338-1861

Marc Boiron has leveraged his strong corporate and securities law background and his near obsession with blockchain technology to build a practice advising blockchain companies on a breadth of issues, including ICOs, smart contracts, and cryptocurrency laws. He is often invited as a speaker on issues relating to blockchain technology, especially to educate on constant developments in blockchain and ICO regulations.

Marc was trained in Delaware law at Richards, Layton & Finger, one of the most recognized law firms in the country by other lawyers. A significant number of California technology and other companies are incorporated in Delaware. When large sums of money are involved - raising capital, acquiring a business, restructuring a business, or implementing equity compensation - you want Delaware law expertise to avoid problems. The same is true when little money is flowing but the stakes are high - corporate governance issues or family business disputes - Delaware law expertise is key.

You want a Delaware lawyer who can guide you through the complexities of Delaware law and, of equal importance, the differences with California law. Ideally, your lawyer will have the backing of a full-service California law firm.

As one of a few attorneys who know the intricacies of Delaware law and securities laws, he gives informed advice to businesses on:

  • Forming companies in California and Delaware
  • Raising capital from angel investors, family offices, venture capital firms, private equity firms, crowdfunding sources (Reg CF and Reg A+), and initial coin offerings (ICOs)
  • Buying or selling companies through stock sales and asset sales
  • Corporate governance (board and shareholder issues)

Prior to doing a joint JD/MBA, Marc earned a tennis scholarship at an NCAA Division I program with a top 25 ranked team in the nation. Intense training translated into disciplined preparation, persistence, competitiveness and strategic thinking that benefits Marc's clients.

Representative Matters

  • Represented cybersecurity company in connection with $7 million venture capital investment and on corporate governance and equity compensation matters 
  • Represented technology company in connection with $2 million angel investment 
  • Represented Dell Inc. in the $25 billion going-private transaction by Michael Dell and Silver Lake Partners 
  • Represented Allergan Inc. in its successful defense against the attempted acquisition by Pershing Square Capital Management and Valeant Pharmaceuticals International, Inc., resulting in $13 billion of additional stockholder value upon Actavis Plc’s $66 billion acquisition of Allergan 
  • Represented Schiff Nutrition International in connection with its sale by merger to Reckitt Benckiser Group for $1.5 billion in cash 
  • Represented Obagi Medical Products in connection with its sale by merger to Valeant Pharmaceuticals for $400 million in cash 
  • Represented Taiwanese technology company in its $50 million stock and asset acquisition of an Orange County-based technology company 
  • Represented General Electric Company in the spin-off and $2.9 billion initial public offering of the common stock of its consumer finance business, Synchrony Financial 
  • Represented Surgical Care Affiliates, Inc. in connection with the $220 million initial public offering of its common stock 
  • Represented a private paper packaging products company in a leveraged recapitalization and the declaration and payment of a $100 million dividend 
  • Represented a public global hospitality company in a restructuring involving over 300 subsidiaries 
  • Represented in its $110 million restructuring from a c-corporation to an ESOP owned s corporation 
  • Represented Glenview Capital Management in connection with a consent solicitation to replace the board of directors of Health Management Associates 
  • Advised the board of directors of a light-emitting diode and laser manufacturing company in connection with a substantial stockholders’ hostile takeover attempt
  • Represented LIN Media in connection with its conversion from a public corporation to a public limited liability company  

Speaking Engagements

  • “Introduction to Launching an ICO,” Crowdfunder Educational Series, November 2017
  • “How to Evaluate if a Token is a Security?”, StartEngine ICO 2.0 Summit, November 2017
  • Click here to view, "Hooked On Startups - Is it a bird? Is it a plane? Is it a utility? A security? With Marc Boiron," November 2017
  • "Don’t Be a Corporate Law Dumbo: Update on Delaware Law, Current Trends and Best Practices," Association of Corporate Counsel, May 2017
  • "Forming a Company with Plans to Raise Capital," UC CAI Medical Device Retreat, October 2016
  • "Practical Tips Every Corporate Counsel Should Know About the Most Common Delaware Law Pitfalls," Orange County Bar Association, Corporate Counsel Section, April 2016

Teaching Engagements

  • Lecturer, Chapman University Dale E. Fowler School of Law (Practice Foundation Transactions, Fall 2016)

Publications

  • “Rise of ICOs brings new questions for directors and officers,” Daily Journal publication, November 2017
  • "Lessons from Delaware on noncompete best practices," Daily Journal publication, October 2017
  • "Delaware update: amendments to General Corporation Law," Daily Journal publication, September 2017
  • "Fixing the Unfixable Cap Table," Orange County Business Journal, August 2017
  • “Ruling clarifies ability to ratify corporate acts," Daily Journal publication, July 2017
  • “Fiduciary vs contractual obligations," Daily Journal publication, June 2017
  • “Guidance on grants of equity to directors," Daily Journal publication, April 2017
  • “Clarity on the right to inspect books," Daily Journal publication, March 2017
  • “Avoiding California law as a Delaware corporation," Daily Journal publication, February 2017
  • “Private Planes and Director Independence," Daily Journal publication, January 2017
  • "Rare case of a breach of care and loyalty," Daily Journal publication, November 2016
  • "Ruling Doesn't Alter a Director Access to Books and Records," Daily Journal publication, October 2016
  • "Lessons From Derek Jeter's Journey to Court," Daily Journal publication, August 2016
  • "Delaware Court Dishes on Conditions to Closing a Transaction," Daily Journal publication, July 2016
  • "Court Clears Up Admin of Stock Options, Daily Journal publication, June 2016
  • "Cybersecurity Strategies for Small and Middle-Market Companies," Orange County Business Journal, June 2016
  • "Delaware Axes Personal Jurisdiction Precedent," Daily Journal publication, May 2016
  • "Disclosure Obligations in Absence of Fiduciary Duties," Daily Journal publication, April 2016
  • "When Minority Stockholders Control," Daily Journal publication, March 2016
  • "Disclosures When Approval Not Required," Daily Journal publication, February 2016
  • "Declassified Board Requires Director Removal With or Without Cause," Delaware Business Court Insider, January 2016
  • "Delaware Court Gives Guidance on Valuation," Daily Journal publication, January 2016
  • "Fake Shipments Test Acquisition Agreement," Daily Journal publication, December 2015
  • "Zuckerberg Isn't Above Corporate Formalities, Nor Are You," Daily Journal publication, November 2015
  • "Pitfalls of Delaware Corporate Law," Orange County Business Journal, November 2015
  • "The Battle of Business Judgment And Entire Fairness," Daily Journal publication, October 2015
  • "Keep Controlling Stockholders in Check," Daily Journal publication, September 2015
  • “Recent Developments in Business and Corporate Litigation,” American Bar Association, 2015 
  • "Strategic Adoption of Forum-Selection Bylaws," Delaware Business Court Insider, September 3, 2014

Memberships & Associations

  • Board Member, Seneca Family of Agencies (2016)
  • Orange County Bar Association