Robert C. Kim

Robert C. Kim practices in the areas of corporate law, mergers and acquisitions, securities, and gaming matters. Mr. Kim represents clients in business entity formation and operation, corporate governance matters, public offerings, private placements, licensing, and energy-related agreements. He also has experience in renewable energy, public finance, public-private partnerships, and distressed real estate.

Mr. Kim is administrative partner of the Las Vegas office.

Mergers and Acquisitions

Mr. Kim handles asset- and stock-based transactions and roll-up transactions. He helps structure transactions and guides them through Nevada’s business laws, including compliance with fiduciary duties, anti-takeover statutes, preemptive rights, and appraisal rights. He negotiates representations and warranties, pre- and post-closing covenants, payment structures/earnouts, and indemnification obligations.

Transactional Finance

Mr. Kim has served as special Nevada counsel or lead counsel in more than $2.5 billion in loan transactions. He negotiates loan terms, including affirmative and negative covenants. He also issues opinions on the enforceability of any obligations and the extent to which the security interests in collateral have been attached, and coordinates the real estate and title diligence.

Securities

Mr. Kim serves as issuer counsel for public offerings and private placements of debt and equity securities for gaming companies, hedge funds, mortgage loan funds, and development-stage companies. He also negotiates the terms of investment documents and amendments to their governing documents and structures and prepares disclosure documents for compliance with state and federal securities laws.

Real Estate

Mr. Kim handles distressed debt acquisitions, loan restructurings, workouts, foreclosures, receiverships, and related enforcement matters.

Gaming

Mr. Kim advises issuers, lenders, indenture trustees, and administrative agents in securing gaming collateral, and advises buyers and sellers of gaming properties on gaming licensing and related laws affecting such transactions.

Representative Matters

• Representation of a pharmacy benefit management company in assessing, negotiating, and documenting potential strategic transactions, including counsel on transaction structure, tax, intellectual property, and corporate governance issues
• Representation of asset acquisition/investment funds in the resolution of distressed loans and assets and the enforcement of remedies, including extensive due diligence review of loan documentation and real property matters relating to the collateral and repositioning of the collateral 
• Representation of a physician group of cardiologists in the sale of assets to a leading physician-led medical group and specialist network in Nevada, including the negotiation of rights and obligations; the compliance of the overall transaction with state and federal health care and privacy laws; and the negotiation of long-term management and employment agreements, with associated earnouts 
• Representation of a leading provider of improper payment identification services for government and commercial health plans in a deal in which it was acquired for approximately $400 million consisting of $386 million in cash plus the assumption of unvested options; we provided counsel on board duties and obligations in the context of a sale/business combination, corporate governance, and Nevada corporate law compliance 
• Representation of a ‘super community bank’ in Las Vegas on a wide array of transactional finance matters ranging from loan documentation to workout to enforcement 
• Representation of a leading independent wind and transmission company in tthe application for state approvals related to a utility-scale wind farm project located on land controlled by the United States Bureau of Land Management (BLM), including in its compliance with Nevada's Utility Environmental Protection Act and its appearances before the Public Utilities Commission of Nevada 
• Representation of a renewable energy facility, including the negotiation of the power purchase agreement and interconnection agreement and the certification of the facility as a "renewable energy system" in Nevada

Professional Activities

State Bar of California

State Bar of Nevada, Chair, Executive Committee, Business Law Section

Asian Bar Association of Las Vegas

National Asian Pacific American Bar Association

Ballard Spahr's Diversity Council and Strategic Planning Commmittee

Recognition & Accomplishments

Chambers USA: America's Leading Lawyers for Business, corporate/commercial law, 2003-2012 (highest ranking in 2012)

The Best Lawyers in America, corporate law, mergers and acquisitions law, 2008-2013

"Southern Nevada's Top 100 Attorneys," Nevada Business Magazine's 2011 and 2012 Legal Elite

"40 Under 40," In Business Las Vegas, 2006

"Best Lawyers Under 40," National Asian Pacific American Bar Association, 2003

Speaking Engagements

Mr. Kim often speaks on the organization and operation of Nevada business entities, the legislative process in the state, and trends and changes in securities laws. He presented on gaming considerations and mergers and acquisition transactions at the 2012 American Bar Association Business Law Section Spring Meeting and is also a guest lecturer at the University of Nevada, Las Vegas.

"Investments in Start-up Companies: Challenges and Considerations in Seeking Capital from Angel Investors, Venture Capitalists, and Private Equity Funds," Association of Corporate Counsel, Nevada Chapter, September 27, 2011

Panelist, "Innovation, Risk, and Regulation: An Energy Sector Update," 8th Annual Ballard Spahr Wall Street Energy Briefing, New York, November 17, 2010

University of Southern California, Gould School of Law (J.D. 1996)

University of Southern California, Marshall School of Business (M.B.A. 1996)

Cornell University (B.A. 1992)

Languages

Conversational in Korean

California

Nevada