Kresimir Peharda

Partner, Chair of Cannabis Practice
kpeharda@yklaw.us
(213) 401-0970
Location: Los Angeles, CA

Kresimir Peharda is a corporate and M&A attorney.  He is the Chair of the firm’s Cannabis Practice.

As one of the leading cannabis deal attorneys in Los Angeles, his practice includes representing cultivators, manufacturers, processors and retailers, MSOs, private equity funds and public companies.

His clients generally benefit from his experience representing public companies and hands-on operational experience in three start-ups, two in healthcare and one in real estate.

He represents companies in all stages of development from start-ups to public reporting companies.

Kresimir has assisted his public clients in IPOs, spin-offs, going private transactions, SEC compliance, corporate governance, corporate reorganizations and complex financing transactions. He advises startups and middle market companies on contracts, equity compensation, debt and equity financing, mergers and acquisitions, and shareholder matters.

His clients have raised billions in USD in capital through public and private securities offerings (including private placements and PIPEs), commercial bank loans, other asset-based lenders, private equity firms, strategic partners, and VCs.

He also structured, negotiated, and closed mergers and acquisitions in the billions in domestic and international settings. Kresimir has assisted his clients in alliance, development, distribution, licensing, marketing and sales agreements worth in excess of a billion USD.

He often acts as outside general counsel for private companies.

His practice areas include contracts, deal structure, equity compensation, governance and compliance, financing, investor relations, joint-ventures, mergers and acquisitions, real estate, reorganizations, securities, start-ups, and venture funding.

Industries

Kresimir has significant experience in following industries:

  • Cannabis/Hemp
  • Education
  • Emerging Technology
  • Food/Restaurant
  • Healthcare
  • Real Estate
  • Software

Education

  • Pepperdine University J.D.
  • Harvard College B.A.

Bar Admissions

  • California and before the United States District Court for the Central District of California.

Memberships

  • Los Angeles County Bar-Cannabis Law Section, International Cannabis Bar

Languages

  • English
  • Croatian

Publications & Appearances

  • Author of “Cannabis Licenses Could Pose Risk to Foreign Nationals’ Immigration Status,” Daily Journal, August 2020.
  • General contributor to “The E-Business Legal Arsenal: Practitioner Agreements and Checklists” ABA, May 2004.
  • Served as consultant to “Sales and Mergers of California Businesses” CEB, California March 2002.
  • Speaker, 6 Ways Cannabis M&A Is Different, CPA Academy, October 2020.
  • Speaker, 6 Ways Cannabis M&A Is Different, My CPE, September 2020.
  • Speaker, Why Cannabis M&A Is So Difficult, LACBA, September 2020.
  • Speaker, 5 Reasons Cannabis M&A is Different, CalCPA Cannabis Symposium, August 2020.
  • Webinar Moderator, 2 Alternatives to Bankruptcy, Clients and Friends of the Firm May 2020.
  • Speaker, 4 Things You Need to Know Before Investing in a Cannabis Business, Southern California Cannabis Business Investment Group, February 2020.
  • Speaker, Top Corporate Mistakes Made by Cannabis Companies, State of Cannabis Conference, September 2018.
  • Speaker, Top 5 Mistakes Made by Startups, Public Counsel, May 2018.
  • Speaker, How to Avoid Top Mistakes Made Startups and Early Stage Companies, Business Bootcamp, USC Marshall School, May 2017.
  • Speaker, Top Mistakes Made by Start-ups and Early Stage Companies MCLE, San Fernando Valley Bar Association Tarzana, November 2015.
  • Interviewee on Preparing for a Sale of Business on the Exit Coach Radio, October 2015.
  • Speaker, Top 5 Mistakes Made by Startups and Early State Companies, Bruin Professionals Ventura, October 2014.
  • Speaker, Top Mistakes Made by Startups and Early Stage Companies, Bruin Professionals Pasadena, October 2014.
  • Speaker and Panel Member, Doctor’s Office 2.0, Health 2.0 Conference, September 2011.
  • Speaker and Panel Leader, Advanced Contract Drafting, Sixth Annual ACCA-SoCal In House Counsel Conference, January 2010.
  • Moderator, Technology and the Practice of Law, Fifth Annual ACCA-SoCal In House Counsel Conference, January 2009.

Experience

  • Represented $100 million California vertically integrated cannabis company in reorganization with a view to a sale.  Work included extensive due diligence, creating new org structure, preparing share exchange agreements, forming new entities, and advising on regulatory compliance.
  • Represented public cannabis company as buyer in $50 million acquisition of 2 Colorado based companies.  Work included preparing purchase agreements, due diligence and advising on regulatory compliance.
  • Represented leading cannabis private equity fund as buyer in $30 million acquisition of 2 California based companies.  Work included structuring double reverse-merger acquisition, advising on tax free structure, managing project team, preparing merger agreement and key state merger filings, preparing employment agreements, and advising on regulatory compliance.
  • Represented leading Colorado hemp processor in corporate, equity compensation and commercial agreements.  Work included due diligence, advising on corporate governance, preparing commercial agreements, preparing a stock option plan, and advising on financing transactions.
  • Represented $5 billion AI and robotics company in commercial agreements.  Work included negotiating and drafting manufacturing and services agreements.
  • Represented the buyer in a $25 million acquisition of a natural foods company.  Work included negotiating and drafting purchase agreement and consulting agreement, due diligence and assisting with transition to new owner.
  • Represented the oldest curtain wall company in the U.S., Flour City International (FCIN) in an initial public offering. Work included due diligence with subsidiaries and local counsel in six countries, preparing registration statement, responding to SEC comments, preparing listing application, negotiating underwriting agreement, and preparing legal opinion.
  • Represented a leading educational tour operator and wholly-owned subsidiary, Ambassadors Group (EPAX) in a spin-off from its public, reporting company parent, Ambassadors International (AMIE). Work included preparing separation agreements, responding to SEC and NASDAQ comments, preparing listing application, and advising on public, reporting company obligations.
  • Represented a leading security and inspection systems, optoelectronic devices and value-added subsystems, and medical monitoring and imaging company, in a PIPE transaction. Work included negotiating and documenting stock purchase agreement, preparing registration statement, and coordinating effectiveness with SEC.
  • Represented a manufacturer of products used in electronic printing, facsimile machines and analog and digital copiers in a $34 million shelf registration. Work included due diligence, preparing registration statement, and responding to SEC comments.
  • Represented a leading restaurant chain in a $20+ million sale of restaurant assets in the Western U.S. Work included extensive due diligence, lease review, structuring, negotiating and documenting the transaction, preparing the asset purchase agreement and supporting documents, and preparing the legal opinions.
  • Represented the seller in an $85 million sale of several radio stations to a leading media company. Work included extensive due diligence, structuring, negotiating and documenting the transaction and preparing the asset purchase agreement and supporting documents (did not close).
  • Represented the acquirer in a reverse triangular merger involving two leading web press and data processing private companies and a public, reporting company, Color Imaging (CIIG). Work included due diligence, structuring, negotiating and documenting the transaction, preparing the merger agreement, and preparing and filing the merger documents in three states.
  • Represented a computer reseller, in a $200 million line of credit transaction. Work included due diligence, negotiation and documentation of loan agreement and related documents, and preparation of legal opinion.
  • Represented the debtor in a $50 million senior and subordinated debt restructuring with Goldman Sachs, as the lender. Work included extensive due diligence, structuring, negotiating and documenting revised loan agreement and numerous supporting documents and preparing legal opinions.
  • Represented a raster imaging company with respect to all trade agreements. Work included negotiating, drafting and closing joint-venture, and licensing agreements.
  • Represented a leading restaurant chain in landlord-tenant commercial lease negotiations for various restaurant locations. Work included structuring, negotiating and documenting commercial leases and related documents.
  • Represented a leading coffee franchisee in landlord-tenant commercial lease negotiations with a major Las Vegas casino. Work included advising on and documenting commercial lease.
  • Represented landlord in landlord-tenant commercial lease negotiations with Starbucks Coffee. Work included negotiating and documenting commercial lease.
  • Represented the buyer of an office building in a $30+ million purchase from Arden Realty. Work included due diligence, review of title and survey, review of property reports, and tenant estoppels.
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