Education

J.D., 2005, University of California, Los Angeles School of Law
B.A., 1999, Yale University

Admitted

California
Nevada

Distinctions

100 Hours Club, Legal Aid Center of Southern Nevada’s Pro Bono Project 2010

Memberships

Community Involvement

Emily Phan

Emily advises clients on organizational and governance matters and routinely drafts operating agreements, bylaws, board and stockholder resolutions and other organizational documents in connection with the formation and maintenance of corporations, limited liability companies and other business entities. Her practice focuses on mergers, stock and asset sales and acquisitions, securities and capital markets, banking and finance, restructurings and other complex transactions.

Emily serves as local Nevada counsel to both publicly-traded and privately-held companies in corporate and commercial transactions, including equity and debt offerings, leveraged buyouts, tender offers, financial restructurings, joint ventures and corporate partnering arrangements and venture capital/private equity investments. She has extensive experience with contract and due diligence review, preparing legal opinion letters and drafting various transactional documents such as purchase and sale, subscription, confidentiality and noncompetition agreements.

Prior to joining Brownstein, Emily was an associate with Proskauer Rose in Los Angeles, where she represented borrowers and institutional lenders in single lender and syndicated credit facilities, as well as financial institutions, initial purchasers and placement agents in high yield debt and equity offerings.

Representative Matters

Served as Nevada counsel and issued Exhibit 5 and local counsel opinions in connection with universal shelf registration and high yield debt offering of $200,000,000 principal amount of 12.5% Senior Notes due 2019 issued and sold by Thompson Creek Metals Company Inc. and guaranteed by its subsidiaries, including Nevada guarantors.
Acted as Nevada gaming and corporate counsel to Fertitta Entertainment LLC and certain of its subsidiaries, and issued a legal opinion in connection with a secured revolving credit facility.
Served as special counsel and issued local Nevada counsel opinion letter and Exhibit 5 opinion in connection with offer and sale of $325,000,000 principal amount of 7.75% Senior Subordinated Notes due 2022.
Served as special Nevada counsel and issued an opinion letter on behalf of Centennial Asset Mining Fund, LLC in connection with its pledge of shares of OGX Petroleo e Gas Participacoes S.A. to guarantee a loan borrowed by AUX Luxembourg S.a r.l. from Banco Bradesco S.A.
Served as Nevada corporate, gaming and real estate counsel to the lenders to Fiesta Palms, LLC, in connection with their acquisition and financing of the entities that own, and the assets and real estate that comprise, the Palms Hotel & Casino and Palms Place.
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Publications & Presentations