Our People
Howard J. Barnhorst
Firm Member
Howard J. Barnhorst II is a shareholder of the firm and focuses on general business, litigation, corporate and real estate matters, as well as business insolvency and creditors’ rights.
Education Background
Mr. Barnhorst received his B.A. in history from Indiana University where he was a member of the Student Foundation Steering Committee and Sigma Alpha Epsilon Fraternity. He attended law school at Indiana and the University of San Diego where he earned his law degree, cum laude, in June 1975. He was a member of the University of San Diego Law Review and later served as an Adjunct Professor at the USD School of Law.
Employment Background
Prior to re-joining the firm, Mr. Barnhorst was Founder and President of Barnhorst Schreiner, APC. That firm’s practice included complex commercial, real estate, securities, insurance and environmental litigation, and related transactional work. In 1977, he co-founded Dorazio & Barnhorst, APC, which later was known as Barnhorst Bonar Incorvaia & Glancy. Mr. Barnhorst originally worked at what was then Seltzer Caplan Wilkins & McMahon as a full-time law clerk from 1973-75 while attending law school and then as an associate with the Firm from 1975-77. Prior to earning his law degree, Mr. Barnhorst worked as a claims adjuster for the Insurance Company of North America and Aetna Life & Casualty Co., and as a financial analyst at Indiana National Bank.
Representative Matters
- Acted as general business counsel to numerous companies, large and small, across a broad spectrum of industries with respect to virtually all legal aspects of their business from negotiating and drafting contracts to dealing with issues in employment laws, trade practices, trade secrets and trademarks and related litigation
- Handled hundreds of complex commercial litigation matters, many of which were arbitrated or tried to award, verdict or judgment. Matters included disputes regarding breach of contract, shareholders, partners and members of LLC’s, boards of directors and special committees, preferred stock, warrant and option holders, real estate purchase and construction contracts, CC&R’s, claims for investment banking fees and damages for broken deals, breach of fiduciary duty and fraud and government investigations
- Negotiated and documented well over $1 billion of real estate and business deals
- Acted as sole arbitrator and panel arbitrator in numerous cases
- Represented the principal shareholder in the corporate sale of a photography processing plant
- Represented the buyer of a multi-site restaurant business
- Represented the buyer of an international contracting company
- Represented the seller of a water pumps and fountains-manufacturing business
- Represented the buyer group regarding the purchase of a major league baseball team
- Represented the seller in the sale of an international fire protection and valve manufacturing business
- Represented the seller of a legal services business
- Represented the seller of an international contracting company
- Represented the buyer of a $95 million mining and manufacturing business
- Represented the sellers in the $135 million sale of three irrigation companies, in three different countries, on three different continents, and successfully arbitrated an $8 million post-closing purchase price adjustment dispute
- Represented the buyer in the negotiation of a 20-year paper-supply contract worth over $100 million
- Represented the buyer regarding the acquisition of two different $300 million-plus companies in the mining, ceiling tile, roofing and wall board industry
- Represented the buyer in the $22 million acquisition of a mining operation and numerous unpatented mining claims
- Represented the seller in the sale of a $55 million mining and manufacturing site
- Represented the buyer in a $93 million leveraged buy-out of a manufacturing business with numerous sites throughout North America. The deal included the issuance of $23 million in preferred stock and $25 million of mezzanine financing with warrants
- Represented the sellers of a digital photography business
- Represented the sellers of a digital photography software company and related distribution business
- Represented the sellers of various personal service companies
- Represented the buyer of a steel fabrication business
- Represented the seller of a $345 million mining and manufacturing company
- Represented the seller of an active sportswear apparel business
- Represented the buyer of a computer software company
- Represented the buyer regarding the acquisition of a group of automobile dealerships
- Represented the buyer regarding the acquisition of a manufacturer of specialized pipes and fittings
- Represented the seller of an active sportswear shoe business
- Represented a Fortune 100 buyer of a digital imaging software company
- Represented the seller of a third-party administrator/employee benefits company
- Represented the seller of a $210 million manufacturing business
- Represented a multi-site manufacturing company in arranging nearly $50 million in tax-deferred real estate exchanges
- Represented management in a “going private” transaction involving a consumer products company
- Represented the buyer of a United Kingdom-based manufacturing company involved in avionics, telecommunications, marine and portable plastic surfaces for defense and recreational needs
- Represented the buyer in a tax-deferred exchange of G-IV and G-450 jet aircrafts and in a subsequent leaseback arrangement involving the G450
- Represented the Special Committee in the sale of a specialty food products company
- Represented the seller of a group of automobile dealerships
- Represented the seller of a winery, restaurant and gift shop operation
- Represented the seller of a multi-site boat business
- Represented the buyer of a restaurant property
- Represented the seller in the sale of a $40 million jet aircraft
- Represented the buyer in connection with the purchase of a $16 million jet aircraft
- Represented the Shareholder Representative in connection with numerous post-closing issues after the sale of a food services company to a private equity buyer
- Represented the public-company seller of a multi-million dollar interest in a manufacturing joint venture
Professional Affiliations & Admissions
- State Bar of California (Business Law and Real Property Law Sections)
- U.S. District Court, Central, Eastern, Northern, Southern Districts of California
- U.S. District Court, District of Nebraska
- U.S. Tax Court
- U.S. Claims Court
- U.S. Ninth Circuit Court of Appeals
- U.S. Court of International Trade
- American Bar Association (Business Law Section, Committee on Mergers and Acquisitions; Financing Section; former Chair, Editorial Working Group and reporter, Subcommittee on International Asset Acquisitions; Manual on Acquisition Practice Task Force)
- San Diego County Bar Association
- American Arbitration Association, Special Panel Arbitrator for Large and Complex Cases
- Arbitrator, National Association of Securities Dealers
- San Diego County Superior Court, Judge Pro Tem Settlement Panel
Community Affiliations
- Honorary Fellow, Association of Fellows and Legal Scholars of the Center For International Legal Studies
- American Bar Association Soviet Lawyer Program: hosted Soviet lawyer Anna Meschanskya as part of an ABA-sponsored intercultural exchange program
- San Diego Downtown Breakfast Rotary Club, Charter Board Member; hosted German Lawyer Kerstin Kelm as part of the Rotary Scholars program
- University of San Diego School of Law Mentor Program
- Holiday Bowl Committee
- San Diego Inns of Court
- La Jolla Country Club; Member, Board of Directors
- Rancho Santa Fe Farms Golf Club
- San Diego Regional Economic Development Corporation
- Member, Confrerie des Chevaliers du Tastevin, former Argentier, currently Connatable
- San Diego Hospice and Institute for Palliative Medicine, Member, Board of Directors
Publications & Speaking Engagements
- Adjunct Professor of Law, University of San Diego School of Law, 1981-84
- Panelist, Civil Litigation Practice: Recent Developments, 1982-2001; Selected Real Property Remedies; Injunctions - Where, When and How; California Continuing Education of the Bar
- Panelist, Conference on Cross-Border Mergers and Acquisitions, Center for International Legal Studies, Salzburg, Austria, 1999
- Editor and Reporter, International Asset Acquisitions: 33 Foreign Lawyers’ Summaries of Their Country’s Law, and contributor to The Model Asset Purchase Agreement with Commentary, published in 2001 by the American Bar Association
- Author, “Successor Liability in Asset Acquisitions—A Worldwide Pitfall,” published in International Joint Ventures, Mergers and Acquisitions (Salzburg Conference Series 2001), by the Center for International Legal Studies
- Task Force Member and contributor to The M&A Process, A Practical Guide for the Business Lawyer, published in 2005 by the American Bar Association
- Various presentations to lawyers, accountants, real estate brokers, private companies and civic groups
- Author, “Hillside Residential Development: Pitfalls and Pointers,” California CEB Real Property Law Reporter
- Author, “The Attorney Work-Product Rule: When Does a Lawyer Act as a Lawyer?”
- Presenter, “Legal Aspects of Buying and Selling”
- Presenter, “Mergers and Acquisitions: An Overview”
- Presenter, “Trade Practices and Antitrust: A Practical Guide”
- Presenter, “Sexual Harassment in the Workplace”
- Presenter, “Mergers & Acquisitions-and Divestitures”
