Mr. Frandsen has over 32 years experience with the major corporate law firms in Los Angeles, including Reed Smith LLP and Squire Sanders & Dempsey LLP. In June 2007, Mr. Frandsen established his own law office in Pasadena. During the course of his practice, Mr. Frandsen has developed expertise in five practice areas.

CORPORATIONS, CORPORATE FINANCE AND SECURITIES, AND CORPORATE TRANSACTIONS:

Mr. Frandsen has developed considerable expertise in corporations, partnerships, limited liability companies and joint ventures, and the business transactions using these forms of business organization. Accordingly, Mr. Frandsen is an expert in forming corporations, preparing Articles of Incorporation, Minutes, and By Laws, organizing limited liability companies, preparing general partnership agreements and limited partnership agreements, creating joint ventures, effecting mergers or consolidations of business entities and handling the usual business transactions that arise in the normal course of business. Mr. Frandsen is active in mergers and acquisitions, handling numerous transactions involving both private and public companies. Mr. Frandsen handles contested and uncontested corporate dissolutions and liquidations. He had advised clients on hostile tender offers, proxy contests, and other fights for corporate control. He has advised many clients on corporate financing, including debt and equity financing, private financing, public offerings, joint venture financing, and other finance vehicles. Mr. Frandsen also represents underwriters in both public and private transactions.

Mr. Frandsen pioneered the way for Internet securities offering. He obtained the IPONET No Action letter, dated July 26, 1996, setting forth the guidelines for securities offerings on the Internet, particularly private offerings, as well as public offerings. Mr. Frandsen obtained the definitive opinion of the California Commissioner of Corporations interpreting Corporate Securities Act of 1968, as amended, section 25102(n), including in particular the use of Section 25102(n) offerings on the Internet. Mr. Frandsen has participated as speaker and panelist at a number of national and local seminars and conferences on Securities Laws and the Internet.

REAL ESTATE:

Mr. Frandsen has considerable experience in the acquisition, sale, and leasing of Commercial Real Estate. His experience includes tax planning for all phases of Real Estate Acquisition, Operation, and Sale. The tax issues include Tax planning for Real Estate Limited Partnerships, tax planning for foreign investors in United States Real Property, Real Estate Depreciation, Section 1031 Exchanges, Capital Gains Planning and other related tax matters. Mr. Frandsen has handled the acquisition or sale of a variety of commercial real property, including large downtown offices towers and smaller industrial buildings, large industrial parks to small vehicle service centers, financing of commercial retail property to leasing stores within shopping malls, negotiating major tenant leases to the lease of small industrial buildings, foreclosing on Citrus Farms to seeking remedies against defaulting tenants, handling lot line adjustments to refinancing property held in revocable living trusts, and the related real estate issues.

TECHNOLOGY, BIOTECH AND MEDICAL DEVICES; VENTURE CAPITAL:

Mr. Frandsen has developed considerable expertise in high technology companies, entrepreneurial businesses and venture capital investing. In this connection, he has handled numerous technology start-up firms, mergers and acquisitions, federal and state securities law issues, including public and private securities offerings, intellectual property licensing and technology transfers, technology joint ventures, securing and protecting trade secrets and intellectual property and related general business problems. Mr. Frandsen has served as outside general counsel to a number of clients in the high technology field.

Mr. Frandsen has advised a range of clients which includes individuals and companies involved in such diverse technological activities as biotechnology and pharmaceutical development, medical devices, solar energy and green technology, Internet commerce sites, Internet access companies, uranium enrichment through laser diffusion technology, industrial acoustic imaging, document imaging, storage, and retrieval through systems integration and proprietary software development, electronically controlled and metered fuel injection systems for internal combustion engines, pressure and temperature sensors, optical data storage, proprietary computer board manufactures, carbon, fiber and other composite material, molding technology, solar energy development, fluid control valves for the semiconductor industry, high performance general aviation aircraft engines, piezo electric telephone switching technology, data base search engine software, Internet software, medical software, web site software, optical filters, multiplexing and demultiplexing telecommunications devices, genetic diagnostic tools, domestic and foreign technology, licensing agreements among others.

TAXATION:

Mr. Frandsen was a certified specialist in State and Federal Taxation under the California Specialist Certification Program from the mid-1980s until 1996. Accordingly, Mr. Frandsen's practice includes business and tax planning and representing clients before the Internal Revenue Service and United States Tax Court. Mr. Frandsen's clientele demands a considerable degree of tax experience and sophistication. Mr. Frandsen has written numerous tax opinions or has provided other tax advice in connection with the public and private securities offerings, mergers and acquisitions involving Section 368 Transactions, cost recovery deductions under Section 168, and risk limitations under Section 465, the determination of appropriate taxable years and the timing of deductions and income, Section 1031 tax free exchanges, all phases of partnership taxation, unreasonable compensation, accumulated earnings tax, disguised dividends, S Corporation elections and other S Corporation issues, withholding taxes, penalty and interest, and many other matters that arise in an active tax practice. He has represented clients before the United States Tax Court and during the examination and audit process. He advises clients on California Franchise Taxes, Sales and Use Taxes, and Municipal Taxes such as the Los Angeles Gross Receipts Tax.

RETAIL AND CONSUMER BUSINESSES:

Mr. Frandsen has developed considerable expertise in retail and consumer businesses, including branding, positioning and operations. Clients include well-known national retail chains and substantial local business. In the restaurant and food products sectors, Mr. Frandsen has provided counseling and advice to nationally known fast-food chains and local restaurants, internationally branded snack food products, and interstate distribution of fresh foods, including fish, meats, and cheeses. Other retail clients have included manufacturers and retailers of cosmetics, household fashion items, furnishings and goods, computer games, and national retail stores in women’s and juniors’ clothing. Mr. Frandsen advised one of the first on-line consumer e-market businesses focusing on affinity marketing with national retailers. Services to these retail clients include trademark applications and disputes, lease negotiations and renegotiations, financing and acquisitions, joint ventures, private equity financing, advising on federal and state regulations, product sourcing, international distribution and international licensing. Mr. Frandsen has developed a niche expertise in gift cards and gift certificates law and practice. He has advised clients on such issues relating to gift cards as regulations of gift cards, application of abandoned property laws, application of money transmitters laws, choosing the most advantageous state venue for a gift certificate company, preparing contracts with parties involved in the industry, and advising on the structure of gift card programs in light of the application of revenue recognition policies under GAAP.

PROFESSIONAL CERTIFICATION:

AV rating from Martindale-Hubbell, the highest rating awarded by Martindale-Hubbell for integrity and professional expertise.

PROFESSIONAL ASSOCIATIONS:

American Bar Association - Section of Business Law, Section of Taxation, Section of Law, Science and Technology, Section of International Law, Section of Real Property Law.

State Bar of California - Section of Business Law, Section of Taxation, Section of International Law, Section of Intellectual Property, and Section of Real Property Law.

Caltech MIT Enterprise Forum (Executive Committee, Chair 1998-2000; 2003-2007)

Association for Corporate Growth (Board of Directors, 1997-1999) Los Angeles Venture Association

CIVIC ASSOCIATIONS: Rotary Club No. 5, Los Angeles (Past Member, Board of Directors; Past Chair, Community Services Grants Committee)
Pasadena Young Musicians Orchestra (Past President)
Pasadena Symphony Orchestra (Past Member, Board of Directors)
La Canada Flintridge Educational Foundation (Past President)
Los Angeles County Private Industry Council (Past Vice Chair)
Mt. Wilson Vista Girl Scout Council (Past Board of Directors)
Verdugo Hills Council, Boy Scouts of America, (Executive Committee, Board of Directors)

EDUCATION:

Duke University School of Law, J.D., 1976. Editorial Intern, Law and Contemporary Problems, Journal of the Duke University Law School Faculty.

Brigham Young University, B.A., University Studies, Magnum Cum Laude, High Honors, 1973. Mr. Frandsen majored in Physics and Math at the university before deciding to obtain his degree in University Studies. The University Studies degree consists of concentrated academic study in six fields including mathematics, physics, philosophy, history, German and religion.

PUBLICATIONS AND PAPERS:

"Mexico Relaxes Restrictions on Foreign Technology Transfers," California International Law Section Newsletter, P.3, Vol. 3, No. 2, June, 1990.

“Securities Offerings on the Internet”, Wallstreetlawyer.com, Vol. 1, No. __, ______, 1997.

“Have SCOR Offerings Come of Age?”, Wallstreetlawyer.com, Vol. 1, No. 5, October, 1997;

"The Legal and Judicial Underpinnings of the United Order Movement, - 1870-1876," Mormon History Association Annual Meeting, 1986.

CONFERENCES, SEMINARS, MEETINGS - PRESENTER

“Stock Trading on the Internet”, Pan Pacific Hotel, San Francisco, March 19-20, 1997.

“Capital Raising on the Internet”, Los Angeles Venture Association, April 8, 1997.

“Stock Trading on the Internet”, Caltech MIT Enterprise Forum, Pasadena, January 21, 1997.

“Raising Capital and Trading Securities On-Line”, Cybertrading@USA ‘97, New York, May, 1997.

“Raising Capital On-Line”, Spring Internet World ‘98, Los Angeles Convention Center, March 13, 1998.

“Real Estate Deal Making Symposium and Syndication Seminar”, Orlando, Florida, April 2009

“Real Estate Deal Making Symposium and Syndication Seminar”, Las Vegas, Florida, July 2009

Caltech MIT Enterprise Forum – Producer, Moderator and Presenter for numerous programs, including biotech companies, medical devices, new venture incubators, robotics, electronic devices convergence, and leading edge technologies. California Institute of Technology Campus, 1990-2009.

PwC's Emerging Company Services (ECS) group is focused on serving companies that are poised for, or experiencing, rapid growth but do not currently have the finance and accounting resources necessary to address the audit, tax and internal controls challenges that accompany that growth.

Included in our focus are emerging companies developing IP in the following sectors: Software, Semiconductor, Internet, New Media, Clean Technology, Telecommunications, Networking, Mobile Applications and Life Sciences.

How we help our clients:

How clients benefit from our help:

Randy Churchill

For over 25 years, Randy Churchill has served the entrepreneurial community through various roles as a banker, lawyer, financial printer and, for the past nine years, Director of Emerging Company Services for PricewaterhouseCoopers' Southern California Technology practice. In addition to identifying promising venture-backed client candidates, during his tenure with PwC, Randy consistently has worked to connect investors, entrepreneurs and others to promote investment and innovation within the Southern California technology ecosystem. Randy also manages and presents PwC’s Southern California MoneyTreeTM Report, a quarterly survey of venture capital investment across the nation and within Southern California.

Randy was named Technology Leader of the Year in 2009 by Los Angeles County's TechWeek, and he currently sits on the advisory boards of several organizations, including: the Los Angeles Venture Association, Caltech MIT Enterprise Forum (past chair), Los Angeles Business Technology Center, USC’s Center for Technology Commercialization, SoCal Tech Group, as well as the Los Angeles Economic Development Corporation's Green Task Force. Additionally, Randy is an inactive member of the State Bar of California.

Randy received his B.B.A., cum laude, from Western Michigan University, and his J.D., magna cum laude, from Indiana University School of Law.

randy.churchill@us.pwc.com

Stephanie Yanchinski currently works with cities in their strategic planning for growing tech clusters and completed a major study on behalf of Caltech and the City of Pasadena. She advises and implements strategies to assist large corporations wishing to partner with technology ventures. She is affiliated with Adaptive Business Leaders (ABL), California’s premier Health and Technology Executive Membership Organization, where she facilitates mentoring programs for executives.

An award-winning writer and marketing and communications specialist, Ms. Yanchinski successfully built and managed a business consulting company serving a diverse clientele in the high tech arena. She takes particular pride in the many start-up ventures that used her services to attract finance and partners. Here, her intuitive sense of how business works added value and credibility. First established in London UK, she operated successfully in Europe, Singapore and Toronto. In Toronto, she drove the foundation stages of a $20 million medical science incubator, located in the downtown core and ran a $1.5 million CEO mentoring and training program. She was an early founder, and leading Board member of Canada’s largest and most successful biotechnology industry association.

A graduate of McGill University in Canada, Stephanie C. Yanchinski trained as a scientist and pursued medical research in hormone metabolism in Canada and the UK, where she earned a second degree before turning to a career in science journalism. She worked for the leading British science publication New Scientist as Biosciences Editor, where she won Britain’s foremost prize for science reporting. As European Bureau Chief for McGraw Hill’s newsletter Biotechnology Newswatch, and through her writings for Business Week, the Financial Times newspaper, The Times and Guardian newspapers, and European investment newsletters, she tracked the emergence of the biotechnology industry in Europe. She authored Setting Genes to Work, (Penguin Press) and The Biotechnology Revolution, (Lutterworth), two books on the early development of the biotechnology industry.