Office Managing Partner
Ellen Schulhofer

Ellen Schulhofer

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Background

30 years of experience in corporate and business law in Nevada. Facilitates billions of dollars in transactions on an annual basis. Las Vegas office managing partner.

Ellen Schulhofer serves as corporate counsel to public and private companies in Nevada. Handling a broad range of transactional matters including mergers and acquisitions, restructurings, joint ventures and secured and unsecured financings, as well as advising on matters of corporate governance, she is one of Nevada’s top corporate attorneys. Ellen’s deep understanding of Nevada corporate, LLC and other business statutes comes from her involvement in drafting them over the last 25 years as a member (and former vice-chair) of the executive committee of the Business Law Section of the State Bar of Nevada.

A significant portion of Ellen’s corporate work is on behalf of the highly-regulated gaming industry. She draws on her three decades of experience to offer counsel regarding the unique challenges facing companies engaged in transactions in the gaming industry. 

As a former co-managing partner of Brownstein and the current office managing partner of Brownstein’s Las Vegas office, Ellen brings leadership and strategic counseling know-how to her daily practice. This coupled with her calm and pragmatic approach is invaluable to both her colleagues and clients. A relationship-builder, Ellen is often the first call a client makes when an issue arises. Ellen’s relationships extend into the community where she plays a pivotal role in shaping the Las Vegas community, serving as a valued board member for several high-profile nonprofit and civic organizations.

    Representative Matters

    Mergers & Acquisitions/Joint Ventures

    Assist clients with complex acquisitions, dispositions and joint ventures as lead and specialized Nevada corporate counsel, with particular expertise in distinct issues arising under gaming laws and regulations

    • Nevada corporate counsel to global hotel and casino company Caesars Entertainment Corporation in its $17.3 billion acquisition by Eldorado Resorts, Inc.

    • Nevada corporate and gaming counsel to Apollo Global Management and its affiliates in its $2.25 billion acquisition of the operating company of The Venetian Resort and Sands Expo and Convention Center from Las Vegas Sands Corporation.

    • U.S. counsel to AutoZone, Inc., the largest retailer of aftermarket auto parts and accessories in the U.S., in connection with an internal cross-border restructuring and Nevada counsel in connection with a $600 million senior notes offering.

    • Counsel to Betworks Corporation, a sports betting platform provider, in connection with its acquisition by Bally’s Corporation, a leading provider of land-based gaming and interactive entertainment, in a merger transaction valued at more than $125 million.

    Credit Facilities and Debt and Equity Offerings

    Serve as lead and local Nevada counsel to borrowers, issuers, sponsors, guarantors, lenders, underwriters and purchasers in secured and unsecured credit facilities, notes offerings, equity offerings and stock resales, providing corporate structuring and gaming advice, comprehensive diligence review and third party corporate and gaming legal opinions

    • Nevada counsel to hotel and casino gaming company Station Casinos, LLC, subsidiary of Red Rock Resorts, Inc., in connection with $1.5 billion of term and revolving loans, $750 million of notes offering, the $313 million acquisition of the Palms Casino Resort and the acquisition financing of its primary office building.

    • Nevada counsel to Landry’s, Inc., operator of more than 600 worldwide dining establishments, in the financing of the acquisition of the Del Frisco’s restaurant chain and an amendment to its credit facility.

    • Nevada counsel to global hospitality and entertainment company MGM Resorts International in its $2.5+ billion revolving credit facility, including our representation of over 75 Nevada subsidiaries, and a $1.25 billion senior unsecured notes offering.

    • Nevada counsel to Mesa Air Group in connection with its IPO and related financings and in connection with its $200 million secured loan facility under the CARES Act.

    Nevada Business Advisory, Corporate Governance and Compliance

    Offer counsel to directors, officers and senior management of public and private companies on corporate governance, strategy and compliance matters under Nevada corporate, LLC and gaming laws

    • Nevada and gaming counsel to gambling and lottery product manufacturer Scientific Games Corporation in its reincorporation from Delaware to Nevada, multiple internal restructurings and credit and debt financings.

    • Nevada and gaming counsel to casino games, systems and technology developer, PlayAGS Inc., in its reincorporation from Delaware to Nevada and related initial public offering, including preparation of its governing documents.

    • Counsel to Galaxy Gaming, developer of casino table games, in connection with the redemption of its largest stockholder and advice as to ongoing Nevada corporate law and governance matters.

    • Counsel to Rebel Oil Company, a private-owned, family owned business providing petroleum products and services, on corporate governance matters.

    Insights & Publications

    News

    Credentials

    Education

    • J.D., 1987, UCLA School of Law
    • A.B., 1984, Stanford University, with distinction

    Admissions

    • Nevada
    • California

    Memberships

    State Bar of Nevada

    State Bar of California

    American Bar Association

    Clark County Bar Association

    Community Involvement

    COMMUNITY INVOLVEMENT:

    Executive Committee and Board of Trustees, Vegas Chamber

    Member and Past Vice Chair, Executive Committee, State Bar of Nevada, Business Law Section

    Board of Directors, Springs Preserve Foundation

    Board of Directors, Vegas PBS 

     

    Recognition

    AWARDS:

    "Ellen is one of the best attorneys I have worked with in my career. She taught me a lot about corporate governance. She is very competent, professional, responsive and reliable." "Ellen is a leader in corporate governance and transactions. She is the foremost authority on Nevada corporate law." - Chambers USA, 2023

    "She is probably one of the best corporate attorneys in Nevada, offering a very practical approach." "She is very thorough, timely and responsive." – Chambers USA, 2021

    Chambers USA: America’s Leading Lawyers for Business, Corporate/Commercial, 2005-2023

    The Best Lawyers in America©, Corporate Law, 2005-2024

                •  Corporate Lawyer of the Year, Las Vegas, 2009, 2015, 2017, 2020, 2024

    The Legal 500, M&A Private Practice Powerlist – USA Region, 2024

    Super Lawyers Magazine, Mountain States, Business/Corporate, 2007-2023

    Thomson Reuters, Stand-Out Lawyer

    Trustee of the Year, Vegas Chamber, 2021

    Vegas Inc Top Lawyers, Securities, 2020-2021, 2023

    Women to Watch, Nevada Business Magazine, 2020

    Fellow of the American Bar Foundation

    AV® Preeminent™, Martindale-Hubbell Peer Review Rating

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