Raymond J. Seto

Raymond J. Seto Practice Areas Corporate Transactions, Governance and Control Issues Partnerships and Limited Liability Companies Business Transactions and Litigation Business Succession Planning Education and Bar Admissions Colleges University of Southern California, B.S. 1973 University of Southern California, MBA, 1987 Beta Gamma Sigma Law School Loyola Law School, JD, 1990 Bar Admissions California 1990, United States District Court, Central District 1991

Experience

Mr. Seto is a founding partner of HANSEN SETO, LLP. He was born in Los Angeles and raised and educated in Southern California. After graduating from college he worked for ten years in the healthcare field as a clinician, specializing in cardiac rehabilitation and sports medicine, and as an administrator, managing clinical therapy departments and medical groups at two major Southern California medical centers. Concurrently, and until 1990, Mr. Seto managed his family’s privately held company which was engaged in the restaurant and real estate development and management business. During this period he also attended the USC Graduate of Business, where he received an MBA and Loyola Law School where he received his J.D.

After graduating from law school, Mr. Seto practiced for four years at Price, Postel & Parma, in Santa Barbara, California, where he worked on various business, tax, securities, litigation and administrative law matters. Mr. Seto joined Petillon & Hansen in 1994, becoming a partner in 1996, and concentrates his practice in representing small to medium-sized companies in the manufacturing, technology, and service sectors.

In 2004, Mr. Seto joined Richard Hansen in forming HANSEN SETO, LLP, where he continues counseling, negotiating and implementing business transactions for his clients which range from routine to complex including private financings, to real property leases, sales contracts, licensing agreements, employment matters, and merger-acquisition events. Mr. Seto also represents his clients in business litigation matters as they arise, particularly in the area of disputes involving ownership and control of corporations, partnerships and limited liability companies.

On the basis of his experience in business, tax and corporate control issues, Mr. Seto has developed a particular expertise in representing clients in devising succession plans for their businesses, including estate planning issues unique to business owners, and wrote a seminal article on the subject of Business Succession Planning, published by the Continuing Education of the Bar in 1994 (updated and reprinted in 2008, which evolved into a legal treatise published by CEB in 2010, which is presently in its fourth update.

Awards and Publications

“Successorship Planning for the California Family Business,” Parts I and II, CEB California Business Law Practitioner, Spring and Summer 1994. – Updated: Fall 2008, Winter 2009 Business Succession Planning, CEB, Chapter 1, June 2010 – Updated Annually Contributing Author, Bancroft Whitney, “California Business Transactions Forms,” Chapter 9 Contributing Author, Petillon & Hull, West Group, “Representing Start-Up Companies”

Representative Matters

Mergers and Acquisitions Represented owners of a closely held company engaged in network administration and software development services for government agencies in an $80 million acquisition by a publicly held company. Advised a publicly held company in medical products business in a “going private” transaction which resulted in the dissolution of U.S. based subsidiary and transfer of assets to foreign-based parent. Represented owners of a closely held company engaged in manufacture, installation, and maintenance of commercial-industrial building components in a $40 million acquisition by a European company. Succession Planning Represented husband and wife in consolidating ownership and management of a substantial real estate portfolio into a limited liability company from which part gift/part sale transactions of shares were made to children who will ultimately succeed parents. Prepared associated trust and estate planning documents to conform them to the structure and requirements of the limited liability company. Advised client in the transfer of a controlling interest in an internationally known consumer products company to client’s children, preparing associated trust documents, shareholder agreements, and corporate resolutions. Represented founder of a software company in structuring transition of ownership and control of the corporation to key employees, providing a long-term payout and retirement plan for the founder.

Business Litigation Successful defense of a corporate director of an internet service provider sued in a shareholder derivative action by minority shareholders, resulting in the dismissal of action through summary judgment. Represented 50% shareholder in a corporate control lawsuit resulting in an appraisal and successful buyout of a $10 million laboratory business. Represented investor/shareholder in recovering $2 million investment in a corporation engaged in internet services through a lawsuit for fraud and breach of contract. Acted as special counsel to Bankruptcy Trustee in a suit to recover funds from CEO of a corporate debtor who wrongfully manipulated assets of the corporation in a failed “roll-up” transaction. Business Transactions Mr. Seto regularly advises and represents clients engaged in a wide variety of businesses and activities, reviewing and preparing agreements in events ranging from routine to unusual and complex. Many of Mr. Seto’s clients are of long-standing duration in which he has counseled and represented them through entire business cycles from start-up, to growth (organically or through acquisition) and eventual sale or transfer to succeeding generations.