Robert C. Kim

Partner

kimr@ballardspahr.com
Tel 702.868.7512
Fax 702.471.7070
Las Vegas
Tel 424.204.4326
Fax 424.204.4350
Los Angeles

Robert C. Kim is a Co-Practice Leader of the firm's Gaming Group and Managing Partner of the Las Vegas office. He practices in the areas of corporate law, mergers and acquisitions, securities, and gaming matters. Rob 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.

Mergers and Acquisitions

Rob 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, Restructurings

Rob 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. In addition, Rob handles distressed debt acquisitions, loan restructurings, workouts, foreclosures, receiverships, and related enforcement matters.

Securities

Rob 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.

Gaming

Rob 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 first lien bond holders in a multibillion dollar restructuring transaction with respect to gaming regulatory matters in nine jurisdictions, including compliance with gaming laws, applications for licenses, approvals and/or waivers, and related requirements
  • Representation of underwriter in an at-the-market registered offering of up to $100 million in common stock for a regulated utility
  • Representation of underwriters in a registered note offering of up to $250 million for a regulated utility, including extensive due diligence review of material agreements, regulatory approvals and corporate governance 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 leading provider of data security for government and commercial health plans in its sale for approximately $400 million, where we provided counsel on fiduciary 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 the 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

Professional Activities

American Bar Association, Mergers and Acquisitions Committee, M&A Market Trends Subcommittee

State Bar of California

State Bar of Nevada, Chair, Executive Committee, Business Law Section, 2003-present

National Asian Pacific American Bar Association

Recognition & Accomplishments

Chambers USA: America's Leading Lawyers for Business, corporate/commercial law, 2003-2019 (highest ranking, 2012-2017)

The Best Lawyers in America, corporate law, mergers and acquisitions law, 2008-2019

Named Best Lawyers' 2018 and 2015 Las Vegas Mergers and Acquisitions Lawyer of the Year

Named "Highly Regarded—Nevada" by IFLR 1000 for banking, 2018

"Southern Nevada's Top 100 Attorneys," Nevada Business Magazine's Legal Elite, 2011-present

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

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

"Legal Elite 2016," Nevada Business Magazine

Speaking Engagements

Rob often speaks on the organization and operation of Nevada business entities, the legislative process in the state, and trends and changes in securities laws. and has served as a guest lecturer at the University of Nevada, Las Vegas. Additional speaking engagements have included the following:

  • "2013 Legislative Developments," State Bar of Nevada CLE, July 27, 2013
  • "Gaming Considerations in Mergers and Acquisitions", 2012 American Bar Association Business Law Section Spring Meeting, March 24, 2012 
  • "Investments in Startup 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
  • "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