David Kay is a corporate attorney who helps businesses and business owners meet a variety of legal needs, big and small, from entity selection and formation to handling sophisticated transactions, including mergers and acquisitions.
When working with clients, David prides himself on listening and understanding business objectives, then thoroughly exploring the practical effect of legal decisions on client goals. One professional services client of David’s says, “[He] has served as an exceptional advisor, and always kept his eye on the ball — not only on the legal dimensions of our work, but on the larger business objectives we seek to achieve.”
David regularly represents and counsels clients purchasing and selling business, advising on the preparation and structure of transactions, managing the due diligence process, and negotiating and closing asset and equity transactions. In addition to transactions, David also regularly serves in an outside general counsel role, advising on a wide variety of business matters, including entity selection and formation, corporate governance, preparation and negotiation of commercial contracts, and dispute resolution.
His experience also includes preparing, reviewing and negotiating letters of intent, confidentiality agreements, organizational documents, stock purchase agreements, asset purchase agreements, leases, employment agreements, limited liability company operating agreements, shareholder agreements, buy-sell agreements, professional services agreements, promissory notes, loan documents, and a variety of commercial contracts.
When he’s not practicing law, David enjoys spending time with friends and family, and cheering on the Florida Gators.
Montgomery Coalition for Adult English Literacy (Board of Directors 2015-present)
The senior living subsidiary of Adventist HealthCare a number of its subsidiaries decided to sell six skilled nursing facilities. The sale to Genesis HealthCare involved multiple owners and jurisdictions.
Adventist HealthCare owned five of the facilities and one was jointly owned by Frederick Memorial Hospital. Four of the facilities were located in Montgomery County, and the remaining two were located in Prince George's County and Frederick County. The multi-million dollar transaction, which took the better part of a year to complete, involved the sale and lease of real estate, the sale of the ongoing business operations of the nursing facilities, defeasance of bond financing, and various ancillary issues. Lerch Early attorneys worked closely with in-house counsel and a number of other representatives of Adventist HealthCare to negotiate the sales contracts, satisfy due diligence requirements, and successfully complete the transfer.
Adventist HealthCare now is able to focus care for the community’s senior population through its various programs, partnerships and entities.
Lerch Early serves as primary outside real estate counsel to Howard University. For the past several years, the now 150 year old University has been leveraging certain of its Washington, DC real estate assets to improve the campus environment and the experience of its most valuable assets – the students, faculty and staff of the University.
In 2016-2017, Lerch Early attorneys worked with the University’s internal legal and finance teams and its outside real estate advisor, Alvarez and Marsal, to structure a unique arrangement among Howard Dormitory Holdings 1, LLC, a wholly-owned and title-holding company of Howard University, and Howard University (collectively, the “University Parties”) and Corvias Campus Living, LLC (“Corvias”). Lerch Early represented the University Parties in drafting and negotiating the concessionaire, project management and residential life agreements, entity formation agreements, construction contracts, financing documents, and other operative agreements in connection with the transaction, as well as assisting the University Parties in addressing and resolving numerous legal and business issues associated with the transaction.
The innovative 40-year partnership among the University Parties and Corvias raised $144 million, a portion of which will fund the renovation and modernization of the Howard Towers, will provide for the ongoing management of the Howard Towers and two additional residence halls, and will create, for the long-term, a sizable reserve fund for future capital expenses.