J.P. Fernandes, Esq. is an informed experienced transactional and commercial attorney who counsels businesses on an array of organizational questions and planning matters. These include shareholder, contract, finance, and private placements, as well as issues related to the sale and purchase of businesses. J.P. Fernandes is licensed by the State of Wisconsin and Federal Bars and admitted to practice in the Federal District Court, Eastern District of Wisconsin, the Wisconsin Supreme Court, and the Court of International Trade, (Customs Court Located in New York, New York).
ILLUSTRATIVE TRANSACTIONS & BUSINESS SOLUTIONS
- Negotiated and closed stock sale of computer call center and revised End-User License Agreements, Value-Added Reseller Agreement, and Non-exclusive Software Distribution of License/Agreement for new entity and program applications.
- Negotiated Option to Purchase a food manufacturing company with an Exclusive Distributor and Supply Agreement and represented purchaser in the acquisition of the company.
- Wrote a legal opinion letters advising not-for-profit corporations with wholly-owned for-profit subsidiaries and structuring the intra-company dealings regarding the parent corporation’s § 501(c) (3) tax-exempt status.
- Drafts and advises closely-held corporations, limited liability companies and partnerships on shareholder-buy/sell agreements, operating agreements, and all related operational and transactional documents.
- Drafts a wide range of small business and corporate documents, e.g. Internet service contracts, agreements admitting shareholders/partners to existing entities, forming, merging and selling companies, as well as running shareholder meetings, maintaining corporate formalities, and books.
- Represented seller in restructuring terms with defaulting purchaser of chemical company, including revising the terms of the stock sale agreement, promissory notes, and settlement agreement.
- Privately placed equity for a closely-held marine engine manufacturing company holding various patents and licensing products to for the U.S. Military.
- Represented the seller of a Web technology company in the business’s sale to a publically traded Seattle-based .com dot-com company for an eight-figure sales price.
- Created and managed various pre-IPO investment vehicles in placing equity of Oculus Innovative Sciences, now a publicly traded company on the NYSE. This included drafting Private Placement Memoranda.
- Recently placed $750,000 in private equity for start-up Paul Mitchell Partner School operating in Waukesha, Wisconsin (www.theacademywaukesha.com). Included drafting Private Placement Memoranda.
- Managed purchase and sale of a twelve-retail-location, national telecommunications stores and franchise.
- Oversaw corporate structure, land acquisition, construction, and leasing of grounds of medical facility in Franklin, Wisconsin.
- Managed acquisition of multi-location commercial cleaning franchise located in St. Louis, Missouri and Colorado.
- Represent carbon trading and Timber Company in the private placement of equity.
- Represent Internet Company in licensing mirror sites to end-users around the country.
- Represented owners of California technology firm in sale of business to Reply!com an internet lead generating company.
- Represent local office of nation’s largest business brokerage franchise in mergers, acquisitions and the general purchase and sale of companies.
Successful in National Arbitration Forum ICAAN Internet domain name dispute (Internet cyber-squatting): City News and Video v. Citynewsandvideo.
Assessment Technologies of WI, LLC, Plaintiff-Appellee, v. WIREDATA, INC., Defendant-Appellant, 350 F.3d 640 (7th Cir. 2003). Computer-database copyright infringement suit in the Eastern District of Wisconsin concerning the copyright ability of electronic tax information requested under the Wisconsin Open Records Laws. (Published)
Gielow v. Napiorkowski, 268 Wis.2d 673, 673 N.W.2d 351, 2003 WI App 249 (Wis. App. Nov 26, 2003) (NO. 03-0050). Successfully reversed trial court on appeal. (Published)
M&I Marshall & Ilsley Bank, Plaintiff-Respondent, v. Kazim Investment, Inc., and Resnant Properties Limited Partnership, Appellant, 2004 WI App 13. Successfully reversed trial court on appeal. (Published)
National Automotive Integrity Inc. v. International Data Inc., et aI, Case No. 03-CV00584. Commenced copyright infringement litigation of computer software dispute in the Federal Court, Eastern District of Wisconsin.
Kolfenbach v. Mansour et al., No. 98-6179-Civ-Moore (SD FL, Feb. 8, 1999), 15 No.7 Andrews Civ. Rico Litig. Rep. 11. Successfully fought civil RICO claims in Federal District Court, Southern District of Florida, published in Andrews Civil RICO Reporter.
Us. v. Shabahang Persian Carpets, Ltd., 926 F. Supp. 123 (E.D. Wis. 1996). Defended importer against claims of embargo violations by the United States Customs Service through administrative proceedings, District Court, and the Court of International Trade.
Century Shopping Center Fund I v. Crivello, 197 Wis.2d 117, 541 N.W.2d 838, (Wis. App. 1995) (Unpublished). Defense of appellate case after remand in a state anti-trust suit.
Insurance Co. of North America v. Cease Elec. Inc., 269 Wis. 2d 286, 674 N.W.2d 886, 2004 WI App 15 (Wis. App. Dec 17, 2003) (NO. 03-0689) review granted Feb. 24, 2004, 269 Wis.2d 197,675 N.W.2d 804, 2004 WI 20 (Wis. Feb 24, 2004) (TABLE, NO. 030689) (Co-Counsel at the Wisconsin Court of Appeals) (Issue before Wisconsin Supreme Court was the application of the Economic Loss Doctrine to Service Contracts) (Published).
Einhorn v. Culea, 224 Wis.2d 856, 591 N.W.2d 908 (Ct. App. 1999). Represented minority equity owner in shareholder derivative suit concerning Wisconsin and Delaware corporate law on derivative procedures and special litigation committees. (Published)
Juris Doctor, Marquette University Law School, May, 1997 Bachelor of Arts in History, Lawrence University, Appleton, Wisconsin, May, 1994
PUBLICATIONS & APPOINTMENTS
Director, Northern Labs, Inc., Manitowoc, WI May 1999 -March 2002. Oversaw and approved of all transactions, including agreements for the manufacturing of a new facility, for this former subsidiary of S.E. Johnson Wax, with annual sales in excess of forty million dollars. Reviewed compensation for key employees and provided status reports on the progress of business.
Reviewed Corporate Directors Guidebook, Third Edition by The Committee on Corporate Laws, Section of Business Law, American Bar Association (2001) published in the December, 2002 issue of the Wisconsin Lawyer.
Reviewed Wisconsin Secured Transactions Forms and Practice Manual, by Anthony C. Marino, published in the February 2003 issue of the Wisconsin Lawyer.
January 2007, Appointed to Office of Lawyer Regulation Disciplinary Committee, the arm of the Wisconsin Supreme Court that disciplines lawyers.