Education

J.D., 2005, UCLA 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

Ms. Phan is an Associate in the Las Vegas office of Brownstein Hyatt Farber Schreck where she is a member of the firm’s Corporate & Business Department. She 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.

Ms. Phan 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, Ms. Phan 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 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.
Represented Barden Nevada Gaming, LLC in the $18,000,000 sale, representing 100% of the equity, of the Fitzgerald's Casino and Hotel in Las Vegas.

Served as counsel to Pinnacle Entertainment, Inc., as borrower in a $410 million syndicated revolving credit facility in connection with a Fourth Amended and Restated Credit Agreement with Merrill Lynch, Pierce, Fenner & Smith and J.P. Morgan Securities LLC as Joint Lead Arrangers, and Barclays Bank PLC as Administrative Agent.

Represented Credit Suisse Group in complex funding, hedging, credit swap and investment transactions.
Served as local Nevada counsel to Emergency Medical Services Corporation in an opinion rendered in its $2.7 billion bank financing and private placement of debt securities.
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Publications & Presentations