Steven M. Egesdal | Attorney

Steve Egesdal is a partner in the firm's Honolulu office and is a member of the Corporate & Business Practice Group. He concentrates his practice on business structure and operations. Steve has assisted a wide variety of business entities in the formation, acquisition, operation, reorganization, and dissolution of corporations, partnerships, limited liability companies, limited liability partnerships and limited liability limited partnerships. He also has extensive litigation experience, and draws on that experience in advising business entities and drafting documents to reduce the risk of litigation.

Representative Matters

Limited Liability Entities Represented family-held business entities in creating ownership and operational structures to meet control and estate planning objectives with limited liability. Since the LLC Act was enacted in 1997, has helped to organize over one hundred Hawaii and Delaware LLCs and LLPs, or to convert Hawaii and foreign general or limited partnerships into Hawaii LLCs or Delaware LLCs (or LLPs).

Private Placements for Start Up and Emerging Growth Companies Represented company selling properties with a condominium hotel with securities issues; represented several companies raising capital for land development on Maui and the Big Island (Regulation D offerings); represented start-up on Maui developing canine cancer treatment with private offering seeking Act 221/215 investment; represented hi-tech aqua-culture firm on Maui with structuring Act 221/215 investment; represented company developing Hawaii's first electronic newspaper with private placement to raise funds (Regulation D offering); represented entrepreneurs in organizing Hawaii LLC and raising over $13 million in venture capital for hi tech fishing enterprise (Regulation D offering); represented Hawaii e-commerce company in restructuring as Delaware corporation and raising private placement funds; represented entrepreneurs developing Internet security software to organize as Delaware corporation and raise capital (Regulation D offering).

Stock and Asset Sales Represented buyers or sellers of stock, partnership interests, membership interests, or assets of entities involved in such diverse businesses as banking, land development companies, macadamia nut processor, automobile dealerships, clothing manufacturing, crane and rigging operation, dental supply distribution, bottled water, foreign language school, resort hotel, and pharmacies.

Shareholder and Board Disputes Represented majority or minority shareholders of closely held corporations in disputes involving majority shareholders' compensation, pursuit of corporate opportunities, rejection of acquisition offers, disputes over buy-sell provisions, control issues, cumulative voting for directors and similar matters.

Large Trusts Represented large private testamentary trusts in termination planning and design of post-termination structure and in drafting operating agreements for LLC used as termination vehicle for beneficiaries. Represented large testamentary trust in forming LLC to purchase property in Canada as part of its diversification of assets. Represented large testamentary trust against charges by the Internal Revenue Service alleging undervaluation of property.

Public Company Representation Provided SEC advice on acquisitions, periodic reporting, disclosure obligations, securities registration, intrastate offerings, and private placements, restricted securities, going private transactions, the Hawaii Control Share Acquisition Act, and Takeover defenses.

No Action Letters Represented business entities in obtaining no action letter from the Hawaii securities commission concerning various registration issues under Hawaii securities law.

Franchises Represented clients in advising on federal and state franchise law, including drafting Franchise Agreement and Federal Disclosure Document for fast food restaurant, helping to extricate a Hawaii resident from bad franchise situation, and helping Hawaii resident to organize as a Hawaii LLC to obtain and operate an ice cream franchise; represented Hawaii entrepreneurs launching franchises outside of Hawaii.

Bank Holding Company Represented Hawaii bank holding company in federal and state security and corporate issues concerning a tender offer and going private transaction effected through a reverse stock split.

Publications

• Steven M. Egesdal, Shares and Distributions in Corporations Manual (Greg R. Kim & Stuart Pressman eds., HSBA, 2002).
• Steven M. Egesdal & Craig P. Wagnild (eds.), Hawaii Business Forms Manual (HSBA, 2007).
• M. Terry Thompson & Steven M. Egesdal, Salish Myths and Legends: One People's Stories (2008).
• Steven M. Egesdal & Craig P. Wagnild (eds.), Limited Liability Company Manual (HSBA, in progress, 2010).
• Steve is a regular speaker on choice of entity and limited liability companies, including for the HSBA and NBI.

Affiliations

• Hawaii State Bar Association
• Treasurer, Business Law Section, Hawaii State Bar Association, 2007-2008
• President, Business Law Section, Hawaii State Bar Association, 2009
• American Bar Association