Professional Service - Brownstein Hyatt Farber Schreck

It speaks volumes that other professional services firms call Brownstein. We represent law, accounting and consulting firms, architects, engineers, physician’s groups and a host of other firms on employment law and employee benefits issues, ranging from ERISA and federal tax compliance to health care plan contracts and HIPAA matters, to sexual harassment training. On the litigation front, we have defended professional services firms in multi-million dollar cases and precedent-setting litigation.

Representative Matters
  • In a two week trial, successfully defended a major brokerage and investment bank against securities fraud claims asserted by purchasers of millions of dollars of municipal bonds. The plaintiffs alleged under the Colorado Securities Act that defendants made material misrepresentations and omissions in connection with the sale of the bonds, and that our client could not show that it exercised appropriate due diligence according to the standard of care. The judge rejected the plaintiffs’ claims and concluded that our client satisfied the standard of care for a municipal underwriter of securities and that the alleged misrepresentation most strongly contested at trial was not material.

  • Represented Clarion Capital Partners, LLC in its acquisition of and acquisition financing for Madison Logic, Inc.

  • Recently represented large school district in litigation and appeal of campaign finance complaint. Published opinion Keim v. Douglas County School Dist., 2015 COA 61 (Colo. Ct. App.). Case currently pending before the Colorado Supreme Court.

  • Responsible for the management of the intellectual property portfolio for a Denver-based provider of digital signage and other visual software solutions with sales exceeding $75 million.

  • Represented a client in matters concerning alleged violations of consumer protection and fair debt collection laws, in addition to private contract and tort claims.

  • Primary outside intellectual property counsel for a national software company that provides automated solutions for addressable advertising and digital advertising, builds repositories of advertising data, and creates aggregated unwired advertising networks for the cable and broadcast industry.

  • Represented Global Employment Solutions, a portfolio company of TZP Group, in its acquisition of Information Technology Engineering Corporation, a premier IT staffing firm.

  • Advised publicly-traded employer on corrections of deliquent distributions from nonqualified deferred compensation plan in accordance with IRC 409A correction procedures.

  • Represented a law firm in defense of a federal class action alleging claims under the federal Fair Debt Collection Practices Act.

  • Represented client in putative class action lawsuit regarding disputed foreclosure practices and alleged violations of the Colorado Consumer Protection Act, the Fair Debt Collection Practices Act, and the Colorado Antitrust Act.

  • On behalf of a national trade association, successfully worked with the House Republican Conference—including members of leadership and the Financial Services Committee—to pass a long-term reauthorization of the Terrorism Risk Insurance Act.

  • On behalf of a national trade association, successfully spearheaded effort amongst nearly 50 congressional offices to include language regarding international insurance capital standards in the report accompanying the Financial Services and General Government Appropriations Act, 2015.

  • Represented client in litigation in disputed foreclosure action, asserting claims of breach of contract, violations of the Colorado Consumer Protect Act, the Fair Debt Collection Practices Act, intentional infliction of emotional distress, and civil conspiracy

  • Represented borrowers Azura Harbor Holdings, LLC and Azura, LLC in connection with a term loan and two separate revolving loans from Guaranty Bank.

  • Represented several single and multiemployer health plans in over 100 third party recovery matters. See, e.g., The Powell Litigation Group v. Peltier, 2013 WL 6978781 (Nev.Dist.Ct.) (recovering 100% of health plan’s lien against third party reimbursement settlement fund plus 100% of attorney’s fees incurred in prosecuting the lien).

  • Represented Workforce Insight, Inc. in the sale of a majority of the issued and outstanding equity interests to an affiliate of Baird Capital Partners.

  • Represented GlobaLinks in its sale to International Study Abroad (ISA).

  • Represented health plan in a seven week jury trial involving multi-party litigation seeking to hold managed care health plan liable for decisions made at the medical group and physician level.

  • Successful representation of national insurance company in high-profile investigation by Colorado Attorney General and Colorado Division of Insurance of company's handling of residential losses resulting from costliest wildfire in state history.

  • On behalf of an association representing private insurance services, Brownstein successfully managed Congressional passage of a federal insurance program reauthorization. This reauthorization was the first in 12 years.

  • Led effort on behalf of a global financial services firm to initiate congressional oversight which resulted in successful termination of an enforcement action.

  • Co-counsel with Skadden Arps and Proskauer Rose on a series of copyright infringement actions in multiple jurisdictions on issues of first impression for class actions of un-registered marks.

  • Lead trial counsel for the defense of the largest insurer in the country regarding experimental artificial disc implants where plaintiffs were seeking in excess of $25 million. Won a mis-trial in the second week of a three-week trial leading to a successful settlement.

  • Cristo v. Health Net of Arizona, Inc. Successful defense of health insurer in eight day jury trial in which plaintiff claimed breach of contract and insurance bad faith in insurer's denial of coverage of narcotic pain medications over a six year period. The plaintiff sought compensatory and bad faith damages exceeding seven figures. Unanimous defense verdict. Court awarded health insurer $350,000 in attorneys fees.

  • Represented Fahrenheit IT Staffing and Consulting, a division of Global Employment Solutions, in its acquisition of Indecon Solutions, a premier IT staffing firm.

  • Served as Nevada counsel to borrower in connection with the financing of real property and issued a legal opinion.

  • Successfully represented one of the largest employment agencies in the United States against allegations of fraud, breach of contract, and intentional interference with prospective economic advantage.  By taking a vigilant stance in discovery, monetary and issue sanctions were awarded to the client.  Ultimately, the court issued terminating sanctions resulting in the dismissal of the lawsuit. 

  • Represented Big Sandy Holding Co., Inc., a bank holding company, as seller and debtor in its Chapter 11 case in a Section 363 sale of its stock in Mile High Banks and concurrent recapitalization by Strategic Growth Bancorp, Inc. for a total of approximately $100 million. During the 363 process, Big Sandy received a competing bid from a third party, so the transaction involved the first-ever competitive auction of a bank in a Section 363 sale.

  • Assisted in successfully defending national health insurer against bad faith claim for rescission of policy at the trial court level and on appeal. Siefers v. PacifiCare Life Assur. Co., 461 F. App’x 652, 653 (9th Cir. 2011).

  • Conducted an internal investigation for a Fortune 500 public company into whistleblower allegations of FCPA violations relating to the company’s operations in India.

  • Represented health insurers and Medicare Advantage organizations in emergency TRO and preliminary injunction motions involving contract disputes and noncompetition issues with providers.

  • Represented client in connection with class action employment claims brought before the OFCCP and the EEOC and in federal district court and obtained dismissal of these claims in all venues.

  • Represented client company and employees in connection with trade secret and unfair competition claims. Successfully compelled arbitration of virtually all claims and obtained stay of entire action. Forced arbitration in more favorable jurisdiction for our clients. Secured settlement with no monetary payout by our clients and favorable covenants in favor of our clients.

  • Represented EPPH Holding Company, LLC and Ascend Billing Services, LLC in an asset purchase agreement for the sale of assets of Ascend, a medical billing services company, to Medical Consultants, Inc. and Intermedix Corporation.

  • Represented the sellers, including 16 affiliated entities, in the sale of funeral homes, cemeteries and related assets.

  • Served as Nevada counsel to DCS Business Services, Inc. and issued an opinion to the agents and lenders in connection with an amendment to the client's secured credit facility.

  • Successful defense of health insurer in an action brought for benefits where member failed to obtain preauthorization for experimental surgery not covered under the terms of the member’s health plan. Anderson v. PacifiCare of Nevada, Inc., No. 2:10-CV-1279-GMN-PAL, 2012 WL 1155448 (D. Nev. Apr. 5, 2012).

  • Successful defense of health insurer in trial over member cost-sharing dispute.

  • Represent the Santa Barbara Museum of Natural History before the City and County of Santa Barbara regarding their master plan project for updating and expanding the museum property and facilities, providing CEQA, land use, and real estate counsel.

  • Represented Global Employment Holdings, Inc., a temporary staffing and professional employment organization, in its acquisition of an information technology staffing business located in Virginia.

  • Successfully defended international design and engineering firm in wrongful death action related to the design of the Southern Las Vegas Beltway.

  • Represent Top Rank, Inc., a prominent boxing promotions company, in its acquisition of a $2.6 million office building in Las Vegas, Nevada.

  • Represented Daniels Family Funeral Services in connection with the sale of a portion of their assets consisting of real and personal property.

  • Represented Tandem Select, Inc. in the sale of employment screening company to Sterling Infosystems

  • Catholic Healthcare West Mercy Gilbert Medical Center v. PacifiCare of Arizona, Inc., Arbitrated issue of whether Medicare-based reimbursement under an MA Plan contract includes capital costs for "new hospital" when paid on a cost basis and not prospectively under the IPPS Pricer, and issue of the application of Hall Street to standard of judicial review of arbitration awards in Arizona.

  • Represented Denver Agency Company, a national insurance company, in its sale of equity ownership in the company to a key employee.

  • Filed an amicus brief on behalf of Intellectual Ventures Management and individual inventors in the U.S. Supreme Court in the Microsoft Corporation v. i4i Limited Partnership patent case. At issue was the appropriate standard of proof in a patent validity challenge. In the brief, amici argued that the statutory presumption of patent validity and long-standing precedent support the application of the existing "clear and convincing" standard. Further, given the importance of innovation and investment to the U.S. economy, a change in the standard would disturb the careful balance Congress has created and diminish the value of patents. Brownstein attorneys worked with co-counsel at Susman Godfrey on the preparation of the brief. On June 9, 2011, the Supreme Court upheld the application of the "clear and convincing" standard in an 8-0 decision.

  • Served as Nevada counsel to BWAY Holdings Company and its Nevada subsidiary. Brownstein issued an Exhibit 5 opinion in connection with the registration of 10% senior notes and guarantees relating to an exchange offer.

  • Represented company in pursing program management contracts for the reconstruction of Haiti.

  • Served as counsel to WealthTouch, Inc. on its licensing, general intellectual property and several rounds of preferred equity and convertible debt.

  • Helped garner an exception for "Qualified Mortgages" (i.e., 30 year fixed with 20% down payment, or those with mortgage insurance) from the risk retention provision of the Dodd-Frank bill.

  • Aircare 1 International v. United Healthcare Insurance Company, Obtained dismissal of third-party provider's misrepresentation claims that were found preempted by ERISA where the dispute was over the amount, not the existence of coverage. 1:10-cv-01186-ACT-LFG (D. N. Mex. 2011) (United States Court of Appeals for the Tenth Circuit No. 11-2107).

  • Represented Denver Venture School, a public charter school, in the sale of its assets to Envision Schools Colorado in connection with the formation of a new public charter school, Venture Prep. The new school offers a college preparatory curriculum to local students. Brownstein also assisted Denver Venture School with settling outstanding obligations and dissolution of the Denver Venture School entity. The engagement included transaction structuring and consultation with the Board of Trustees on fiduciary obligations in connection with the transaction and the wind down of Denver Venture School.

  • Successfully defended a medical malpractice insurer against charges in market conduct examination by the Colorado Division of Insurance; represented the insurer on appeal of an adverse ruling before the Colorado Court of Appeals.

  • Successfully defended a client against most charges in a broad market conduct examination by the Colorado Division of Insurance, and representing the client on appeal of a single significant adverse ruling before the Colorado Court of Appeals.

  • Representation of the University of Nevada in connection with litigation filed by the Western Athletic Conference in response to the University's efforts to move its athletic programs into the Mountain West Conference.

  • Representation of national worker's compensation insurance company in connection with an insurance premium tax dispute with the Nevada Department of Taxation.

  • Representation of a national IT company in response to a request for proposals from Nevada State Purchasing.

  • Served as bond counsel for Albuquerque Academy in the Village of Los Ranchos de Albuquerque, NM $36 million educational facilities refunding and improvement revenue bonds (Albuquerque Academy Project), Series 2010. Certain proceeds of the Series 2010 bonds will be used to finance the cost of improvements to the Albuquerque Academy campus.

  • Represented Global Employment Solutions, Inc. in the sale of its professional employer organization business division to a financial buyer.

  • Angel Jet Services, L.L.C. v. Raytheon Health Benefits Plan. Obtained dismissal of claims against self-funded ERISA plan in action under ERISA § 502 to recover the cost of emergency air transportation. 2011 WL 744917 (D.Ariz. 2011).

  • Represented Temporary Placement Service, Inc., a staffing services company and subsidiary of Global Employment Holdings, Inc., in its acquisition of a temporary employment staffing business from firstPro, Inc.

  • Represented a major national bank in a workout of a $10 million loan secured by Western Slope hospitals.

  • Represented a private high school in a $12 million workout with bondholders.

  • Assisted Global Employment Holdings, Inc., in drafting and adopting an equity incentive plan and associated designation of a new class of preferred stock.

  • Won jury trial and appeal for Qwest Communications in a case alleging negligence in listing the plaintiff in books and directory assistance.

  • Won summary judgment for Qwest Communications in a case alleging negligence in the disclosure of a Boulder County safehouse and argued case on appeal.

  • Represented Qwest in an arbitration before Judicial Arbitration and Mediation Services, Inc. in New York in a two week hearing involving a wholesale dispute.

  • Parra v. PacifiCare of Arizona, Inc., 715 F.3d 1146, (9th Cir. 2013). Representation of MA Plan on issue of MA Plan's private right of action under the Medicare Secondary Payer Act (MSPA) for third party recovery.

  • Represented the Law School Admission Council (LSAC) in an American Disabilities Act challenge involving test administering. Brownstein handled the case and a successful emergency appeal before an en banc 10th Circuit.

  • Conducted an internal investigation of one of the nation's largest insurance brokerages regarding alleged bid rigging and price fixing.

  • Advised the sponsor of a tax-qualified defined benefit pension plan and SERP regarding issues related to their decision to discontinue future benefit accruals. Brownstein drafted the related documents, including plan amendments, enacting resolutions, participant communications and 204(h) notice.

  • Assisted Global Employment Holdings, Inc., a temporary staffing and professional employment organization, in 'going dark' and recapitalizing. In the process, Brownstein assisted this Denver-based public company in issuing shares of common stock, promissory notes and preferred stock, and amended a senior credit facility. The recapitalization included converting a senior term loan into subordinated debt, issuing new debt, converting a portion of existing subordinated debt into equity, amending and restating the terms of existing subordinated debt and converting existing preferred stock into common stock.

  • Represented the College of Santa Fe, New Mexico, in the $30 million sale of its real estate assets to the City of Santa Fe, and its personal property assets to an affiliate of Laureate Education.

  • Represented major sports unions in various matters including grievances and arbitration and general litigation.

  • Represented a private investment company in due diligence, contract negotiation, acquisition and financing of more than 15 California shopping centers valued at over $300 million. Brownstein handled environmental remediation and development or sale of retail pads for several of the properties.

  • Representing Mercury Companies, Inc., a holding company for title companies in numerous states, in a Chapter 11 adversary proceeding case.

  • Following a three week jury trial, Brownstein attorneys successfully obtained a complete defense verdict on behalf of Colorado College, one of Colorado's preeminent private colleges, and five individual defendants. The case involved issues of academic freedom related to the termination of a tenured professor.

  • Represented a local private foundation in forming a public-private joint venture with a leading medical institution and a leading educational institution with seed and support funding provided by the foundation. The venture was approved by the Colorado Commission on Higher Education and represented the first time such a not-for-profit limited liability company was formed in Colorado.

  • Issued an opinion regarding a Nevada company for LLX Logistica S.A., a Brazilian-based holding company. LLX Logistica issued shares which were sold to select purchasers including this Nevada company.

  • Represented a public temporary staffing and professional employer organization in its recapitalization and going private transaction.

  • Represented Firehouse Ventures, LLC in multiple acquisitions from 2005 - 2009.

  • Represented a major university in negotiations involving land use and real estate matters for a casino and hotel development.

  • Represented brandbase Holdings, Inc. as company counsel in connection with CHB Capital Partner III, L.P.'s follow-on investment of $1 million in the company. The investment was in the form of Series B Preferred Stock.

  • Represent owners in processing of multi-agency entitlements for an existing equestrian academy located in rural Santa Barbara County.

  • The Firm served as lead transaction counsel for the lender, AIG Annuity Insurance Company, in a structured loan comprised of a $21 million senior loan secured by 3,000 acres in New Mexico and a fully-functioning water treatment facility, and a $7 million mezzanine loan secured by 100 percent of the membership interests in the property owner.

  • Represented brandbase Holdings, Inc. in connection with CHB Capital Partners III, L.P.'s investment of $6.5 million in the company in the form of Series A Preferred Stock. The proceeds of this investment were used to consummate two acquisitions, where we also served as company counsel.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets of Technine, Inc. The acquisition was funded by CHB Capital's private equity investment in brandbase Holdings.

  • Represented brandbase USA, Inc. in the purchase of 100 percent of the assets for Nomis Design, Inc., a Canadian sports retailer.

  • Defended an attorney in a case alleging securities fraud brought by the United States Securities and Exchange Commission.

  • Defended an art loss registry from a liable and tort claim related to the theft and recovery of a Norman Rockwell painting.

  • Represented an individual private investor in the acquisition of approximately 24 acres of real property located in Douglas County, Colorado. Brownstein handled the associated matters in connection with developing the property as an osteopathic college, including the negotiation of related contracts for the acquisition of additional adjacent property and the development, cost-sharing, tap purchase and infrastructure acquisition agreements between the investor, the seller and various metropolitan districts.

  • PacifiCare of Arizona, Inc. v. Surgical Assistant Associates, L.L.C. Obtained judgment against non-Medicare licensed provider enjoining balance billing and order that provider must accept Medicare reimbursement rates when providing services to MA Plan enrollees. 2007 WL 708833 (D. Ariz. 2007).

  • Represented the Colorado Community College System in the development of a 150-acre campus at Lowry. Brownstein handled negotiations involving federal limitations, multi-jurisdictional land use matters and related real estate issues for this mixed use development.

  • Amending the Fair Debt Collection Practices Act to eliminate frivolous lawsuits against private contractors working on behalf of hundreds of America’s district attorneys.

  • Represented Global Employment Holdings, Inc. in a $120 million recapitalization and public shell merger.

  • Won a trial affirming the award of a contract for child support enforcement services for Policy Studies.

  • Defended Policy Studies, Inc. in an ERISA-related lawsuit involving a participant and his spouse seeking payment of various benefits from a self-funded ERISA group health plan and clarification of right to future benefits The suit also involved allegations that defendants breached their fiduciary duty, failed to timely provide requested documents, and acted in a retaliatory and discriminatory manner. A bench ruling found in favor of the defendants in all claims.

  • Developed water supply strategy for 80,000-acre ranch property on the California Central Coast, including development of water rights and imposition of a conservation easement.

  • Represented Music Academy of the West, an internationally renowned music conservatory in gaining comprehensive land use permits for their campus. Directed permit processing, environmental review compliance and public hearing presentations, and negotiated the settlement of threatened litigation by project opponents.

  • Successfully represented a pre-eminent criminal defense attorney in trial court and a 10th Circuit case involving RICO onspiracy claims. The co-defendants included the FBI and the U.S. Attorney's Office. Mr. Kahn won dismissal and affirmation on appeal.

  • Blackwell v. Transamerica Occidental Life, 707 F. Supp. 437 (D. Nev. 1987). Successful suit against ERISA plan administrator for breach of fiduciary duties in failing to maintain eligibility records in a readily transferable form and to take adequate steps to verify eligibility before authorizing coverage and accepting premium payments. According to the court, this case "presented difficult question of first impression".

  • Provided land use and CEQA compliance advice to a major university in West Los Angeles for master plan project. The master plan project involved adding 2,000,000 new and replacement square feet residential and non-residential facilities to the campus.

  • Represented international health plan in litigation against state wide medical provider involving a contract dispute related to overcharges in the tens of millions of dollars.

  • Successfully represented health plan in multiple ERISA actions.

  • Successfully represented commercial landlord in litigation against former tenant.

  • Regularly represents health plans in first and third party health service contract disputes.

  • On behalf of Great West Life Insurance Company, Colorado’s only domestic life insurance provider, Brownstein successfully obtained statutory changes allowing the Company to update and modernize it permitted investment portfolio.

  • Represented health plan in binding arbitration related to litigation against a medical provider involving incorrect billings and the appropriate level of care.

  • Brownstein crafted and passed legislation for the Colorado State University System that created an entirely new structure for CSU Global Campus and elevated their online curriculum to the same board and governance structure as CSU-Ft. Collins and CSU-Pueblo.

Meet The Team

Richard B. Benenson Shareholder T 303.223.1203 rbenenson@bhfs.com
Lisa Hogan Shareholder T 303.223.1185 lhogan@bhfs.com
Michael J. Pankow Shareholder T 303.223.1106 mpankow@bhfs.com
Christine A. Samsel Shareholder T 303.223.1133 csamsel@bhfs.com