Our People
Andrew D. Brooks
Associate
Mr. Brooks’ practice emphasizes advising entrepreneurs in personal and business matters. He has 25 years of experience in the formation and operation of businesses, mergers and acquisitions, divestitures, stock options, corporate governance, finance, and Securities and Exchange Commission reporting, representing publicly traded and privately held clients of all types and sizes in widely diverse industries. Mr. Brooks is also experienced in personal planning and the formation and operation of tax exempt organizations.
Education Background
Mr. Brooks received his B.A. with honors in economics and distinction in general scholarship from the University of California, Berkeley in 1983. He earned his law degree from the Gould School of Law, University of Southern California in 1986.
Employment Background
Prior to joining Seltzer Caplan McMahon Vitek, Mr. Brooks was a partner in a law firm in Riverside, California.
Representative Matters
- Prepare and file issuer’s annual, periodic and current reports under Securities Exchange Act of 1934
- Compliance advice, including preparation and filing of reports under Sections 13 and 16 of Securities Exchange Act
- Private placements of securities (common stock of multiple classes, preferred stock, escrow stock, convertible debt instruments, limited liability company interests and limited partnership interests), including disclosure documentation and governmental filings
- Outside general counsel for publicly-traded company
- Advise business organizations and entrepreneurs in mergers and acquisitions, asset purchase agreements, securities purchase and redemption agreements, non-competition agreements, confidentiality agreements, national and international dealer relations and terminations, vendor relations and terminations, consumer product labeling requirements, employment agreements and terminations, compromise of collective bargaining unit, unfunded benefit plan obligations, tax qualified deferred compensation and profit-sharing plans, phantom stock plans, notice and conduct of shareholder meetings
- Create and administer stock option plans, including compliance with Internal Revenue Code requirements for incentive stock options, requirements of Securities and Exchange Commission, and state “blue sky” regulations
- Form and operate business organizations, including corporations, general partnerships, limited partnerships, limited-liability companies and limited-liability partnerships
- Represent health care companies in mergers and acquisitions, formation of multi-specialty groups, independent practice associations, and management service organizations. Negotiate management service contracts, physician service agreements, purchase and sale of professional practices and related agreements
- Federal and California trademark applications and trademark licensing agreements
- Applications for recognition of federal and state tax exempt status, and form and operate tax exempt entities
- General counsel to government agencies and quasi-governmental organizations (including low-income housing corporation and regional economic development corporation), including their formation and proceedings related to Proposition 218 assessment districts
- Special counsel to public facilities corporation
- Former Red Book Bond Counsel for issuance of tax-exempt municipal bonds. Prior clients include government special districts, underwriters, private borrower of proceeds of industrial development bonds, government-sponsored tax-exempt borrower of proceeds of low-income housing bonds and landowners/developers of Mello-Roos and 1915 Improvement Act bonds
Professional Affiliations & Admissions
- American Bar Association
- State Bar of California
- San Diego County Bar Association
- District of Columbia Bar (Inactive)
- Solicitor, The Law Society of England and Wales (Inactive)
- Admitted before all U.S. District Courts in California, U.S. Tax Court and U.S. Court of Appeals for the Ninth Circuit
- Major, California State Military Reserve (JAG Corps)
