Joshua Schneiderman

Bar Admissions

• California

Court Admissions

• Supreme Court of California

Education

• UCLA School of Law (J.D.)
• Cornell University (B.S., Industrial and Labor Relations)
  • National Society of Collegiate Scholars, Member
  • Dean’s List

Awards & Recognition

• 2023 Leaders of Influence – Thriving in Their 40s, Los Angeles Business Journal (2023)
• 2023 Legal Visionary, Los Angeles Times B2B Publishing Business of Law (2023)
• 2023 Top 100 Lawyers, Los Angeles Business Journal (2023)
• 2023 Banking and Finance Visionary, Los Angeles Times B2B Publishing Banking and Finance Magazine (2023)
• 2022 Leaders of Influence – Thriving in Their 40s Honoree, Los Angeles Business Journal (2022)
• 2022 Top Lawyer, Pasadena Magazine (2022)
• Leaders of Influence: Thriving in Their 40s Honoree, Los Angeles Business Journal (2021)
• 2021 Top Attorney, Pasadena Magazine (2021)
• Law360 Distinguished Legal Writing Award, Burton Award for the Finest Law Firm Writers of 2018
• M&A Advisor Emerging Leaders Award, M&A Advisor (2016)
• Southern California Super Lawyers, Rising Stars Edition, Mergers & Acquisitions (2015-2019)
• 2014 Top Attorney, Pasadena Magazine (2014)
• 40 Under 40 M&A Advisor Recognition Award Finalist – West Region, M&A Advisor (2012)

Representative Transactions

Securities Offerings and Related Transactions

• Representation of underwriters and multiple publicly and privately held companies in public offerings and private placements of several billion dollars of secured debt, senior debt and subordinated debt
• Representation of underwriters and multiple publicly held companies in public offerings of common stock
• Representation of a REIT in its initial public offering
• Representation of a public corporation in connection with a tender offer and consent solicitation for several hundred million dollars of its outstanding senior notes
• Representation of multiple public corporations in connection with the issuance of warrants to purchase significant minority stakes in the corporations’ outstanding stock in connection with private financings

Mergers and Acquisitions

• Representation of an online retailer in purchase of the assets of another online retailer in a foreclosure sale under Article 9 of the UCC
• Representation of a craft brewery in its sale to a private equity buyer
• Representation of a national trade show in its sale to a European public company
• Representation of a private equity fund in the acquisition of two regional private companies in the natural gas pipe line construction industry
• Representation of a private equity fund in the acquisition of a manufacturer and distributor of security seals
• Representation of multiple public companies in their respective sales to private equity buyers
• Representation of a public corporation in its merger of equals with another public corporation
• Representation of a franchisor in the home improvement industry in its acquisition of another franchisor in the home improvement industry
• Representation of a digital marketing agency in its acquisition by a conglomerate of digital marketing services
• Representation of a cGMP certified nutritional and dietary supplements contract manufacturer in its acquisition by a private equity firm
• Representation of a cGMP certified nutritional and dietary supplements contract manufacturer in its acquisition of a private label manufacturing business from a nutritional supplements retailer

Cannabis

• Representation of numerous California-based cannabis cultivators, manufacturers and retailers on licensing and regulatory compliance matters
• Representation of cannabis hardware manufacturer in its acquisition by a publicly traded Canadian cannabis company
• Representation of a publicly traded Canadian cannabis company in multiple financings of various U.S.-based cannabis companies through secured-royalty transactions
• Representation of numerous cannabis and CBD companies in capital raising transactions through private placements
• Representation of numerous cannabis companies in the negotiation of supply and distribution agreements
• Representation of California-based cannabis manufacturer in an internal regulatory compliance audit

Franchising

• Representation of franchisee of 80+ restaurant concept units in the sale of an approximately 45% preferred equity stake to affiliates of three private equity funds
• Representation of a large franchisee in the restaurant space in the redemption of equity interests from certain of its shareholders and a amendments to its credit facility to facilitate additional restaurant acquisitions
• Representation of a children’s art studio in structuring strategic alliances to fit within exemptions to U.S. franchising regulations
• Representation of an international restaurant concept in connection with registration and franchise agreements in multiple international jurisdictions
• Representation of children’s learning center in the establishment of a franchise system, including drafting its franchise disclosure document and franchise agreement
• Representation of franchisor in the transportation industry in connection with inquiries by the California Department of Corporations into certain of its franchise practices and disclosures
• Representation of U.S.-based franchisor in the mobile-gaming industry in the expansion of its franchise system in Canada
• Representation of multiple franchisors in connection with annual updates to their system documentation and registration filings

Other

• Routine involvement in transactions in car wash industry, including representation of owners of multiple car wash chains in sales to financial and strategic buyers
• Representation of multiple startups in formation and financing matters
• Representation of a dissident shareholder in proxy contests to secure representation on the board of directors of a publicly traded corporation and to prevent the sale of the corporation
• Representation of a private investor in the negotiation of a limited liability company agreement governing a venture for the development of visual effects technology

Pro Bono

• Representation of various nonprofits in matters relating to entity formation, securing federal and state tax exempt status and corporate governance matters
• Representation of Hurricane Katrina survivors in securing federal and state emergency relief benefits
• Representation of Holocaust survivors to secure benefits from the German government under various reparations programs

Previous Professional Experience

• Skadden, Arps, Slate, Meagher & Flom LLP, Associate (2005-2011)

Professional Memberships and Activities

• S&W Virtual Networking Professional Community, Co-Founder (May 2020-Present)
• Los Angeles County Bar Association
  • Business and Corporations Law Section
    • Executive Committee (2012-2020)
      • Chair (2014)
      • Secretary (2013-2014)
• Los Angeles Central City Association, Executive Committee (2023)
• Los Angeles County Bar Association’s 2015 California and Delaware Law Symposium, Steering Committee

Community Involvement

• Bruin Professionals
  • Glendale Chapter, Chapter Leader (2014)
  • Los Angeles Chapter, Member (2011-Present)
    • Chapter Representative (2013-2022)

Representative Presentations and Publications

• “Recent Developments in Cannabis and CBD Franchising,” Co-Author and Panelist, American Bar Association, 45th Annual Forum on Franchising, San Diego, CA (November 2-5, 2022)
• “Negotiating LOIs in M&A Transactions,” Presenter, Long Beach Commercial Real Estate Council (February 11, 2022)
• “A Look at Developing Legal Considerations in Environmental, Social and Governance (ESG),” Co-Presenter, Snell & Wilmer Environmental Law Roundtable Series (February 8, 2022)
• “Annual Meeting and Proxy Considerations,” Co-Presenter, Fourteenth Annual Proxy Season Update Webinar (January 13, 2022)
• “SEC Reporting Update,” Co-Author, Corporate Communicator (Winter 2021-2022)
• “Key Strategies in Negotiating Letters of Intent in Mergers and Acquisitions,” Presenter, SBDC @ University of California, Irvine Beall Applied Innovation Incubator (December 14, 2021)
• “Accessing and Raising Capital,” Moderator, California Society of Certified Public Accountants (CalCPA) Cannabis Business Virtual Symposium (August 6, 2021)
• “Marijuana and Hemp—What’s the Difference and What’s Legal Now?,” Co-Presenter, National Association of Credit Management (NACM) Northwest (May 13, 2021)
• “An Introduction to Hemp,” Co-Presenter, East Valley Estate Planning Council Webinar (March 17, 2021)
• “Court Finds that Seller Breached its M&A Interim Operating Covenant in Responding to COVID-19,” Author, The Delaware Court of Chancery, Delaware Supreme Court, and Delaware Bankruptcy Blog (January 19, 2021)
• “Environmental, Social and Governance Trends,” Presenter, Thirteenth Annual Proxy Season Update Webinar (January 7, 2021)
• “2021 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2020-2021)
• “California is First State to Mandate Public Company Board Diversity,”  Co-Author, Snell & Wilmer Legal Alert (October 14, 2020)
• “Earnouts in Purchase Agreements: What Are They, How Do They Work and What Are Some Challenges That Can Occur?,” Episode Host, CalCurrent Podcast (October 01, 2020)
• “Marijuana Extravaganza,” Interview, The Lawyer Show (October 8, 2020)
• “An Introduction to Hemp,” Co-Presenter, Arizona Society of CPAs (August 6, 2020)
• “From Seed to Study Subject: New Draft Guidance From the FDA and Four Takeaways for Using Cannabis in Clinical Trials,” Co-Author, Snell & Wilmer Legal Alert (July 23, 2020)
• “Opportunities for Distressed Investors in the Current California Cannabis Market,” Co-Author, OCBA Orange County Lawyer (July 2020)
• “Is the Legalization of Psilocybin the Next Frontier?,” Co-Author, Cannabis Business Executive (June 29, 2020)
• “City of Los Angeles Restaurants Receive Relief in the Form of Cap on Third-Party Delivery Charges,” Co-Author, Snell & Wilmer Legal Alert (June 10, 2020)
• “PPP: Now That You Have Your Loan, What Do You Need to Know?” Presenter, Bruin Professionals Webinar (June 4, 2020)
• “Cannabis on the Market,” Quoted, IR Update (Winter 2020)
• “Will COVID-19 Put the Brakes on Cannabis Businesses…or Pump the Gas?,” Co-Author, Snell & Wilmer Legal Alert (March 31, 2020)
• “Ten Questions to Ask When Drafting a Coronavirus Disclosure,” Co-Author, Snell & Wilmer Legal Alert (March 13, 2020)
• “2020 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2019-2020)
• “Raising and Issuing Preferred Equity For Development Deals,” Presenter, Long Beach Commercial Real Estate Council, Long Beach, CA (September 13, 2019)
• “Brand and Expand How White Labeling Can Serve Cannabis Entrepreneurs,” Co-Author, Orange County Business Journal (August 19, 2019)
• “Will the SAFE Banking Act Persuade Banks to Open Their Doors to Cannabis Clients?,” Co-Author, The Daily Journal (May 9, 2019)
• “Congress Weighs New Banking Laws That Could Light Up the Pot Business,” Quoted, Fortune (April 19, 2019)
• “California’s Gender Diversity on Boards Law and Its Broader Implications for Public and Private Companies,” Author, Snell & Wilmer Legal Alert (February 8, 2019)
• “Hot Topics in Corporate Governance,” Presenter, Eleventh Annual Proxy Season Update, Snell & Wilmer offices, Phoenix, AZ (January 10, 2019)
• “2019 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2018-2019)
• “Lifting the Haze Around the California Cannabis Industry,” Presenter, CREW-LA, Los Angeles, CA (May 17, 2018)
• “The Business of Marijuana,” Panel Member, Latino Deal Makers – March 2018 Event, Beverly Hills, CA (March 26, 2018)
• “Drafting Cannabis Contracts,” Presenter, Fundamentals of California Cannabis Law Webinar with LACBA Business and Corporations Law Section and PDM, LLP, Los Angeles, CA (March 21, 2018)
• “High Stakes,” Co-Author, Intellectual Property Magazine (January 29, 2018)
• “Avoiding Activist Shareholders and Adverse Proxy Advisor Recommendations,” Presenter, Tenth Annual Proxy Season Update, Snell & Wilmer offices, Phoenix, AZ (January 11, 2018)
• “Cannabis Traps for the Unwary,” Co-Author, Daily Journal (January 9, 2018)
• “Experts Weigh Legal Hurdles for Weed Entrepreneurs After Sessions’ Move to Nip California’s Industry in the Bud,” San Francisco Business Times (January 5, 2018)
• “Trump Administration’s Crackdown on Pot Sales Could Push Banks out of Cannabis Industry,” Quoted, Los Angeles Times (January 5, 2018)
• “Sessions’ Reversal Likely to Kill Any Pot Buzz for Banks,” Quoted, Law360 (January 4, 2018)
• “2017 Was a Watershed Year for Cannabis Regulation,” Author, Daily Journal (December 27, 2017)
• “2018 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2018)
• “Pasadena Forces Dispensary Eviction,” Interview, GlobeSt.com, (December 21, 2017)
• “SBA to Require Franchisors Be Listed on Franchise Directory for Franchisees to Be Eligible for SBA Financing,” Co-Author, Snell & Wilmer Legal Alert (November 13, 2017)
• “Key Considerations Before Leasing To Cannabis Businesses,” Co-Author, Law360 (November 13, 2017)
• “California Cities Continue to Experiment with Their Approach to Cannabis Regulation,” Co-Author, L.A. Biz (October 12, 2017)
• “Key Strategies in Negotiating Letters of Intent in Mergers and Acquisitions,” Presenter, Comerica Bank, Los Angeles, CA (September 29, 2017)
• “Hidden Pitfalls in Commonly Negotiated Provisions in Key Business Documents,” Co-Presenter, Association of Corporate Counsel (Southern California Chapter), Long Beach, CA (September 27, 2017)
• “The Legal Risks of Cannabis Real Estate,” Interview, GlobeSt.com, (September 25, 2017)
• “Haze Surrounding California Marijuana Regulations is Starting to Clear,” Co-Author, L.A. Biz (August 30, 2017)
• “Leveraging Knowledge of the Law to Avoid Common Mistakes,” Co-Presenter, 2017 Greater Los Angeles Business Expo, Los Angeles, CA (May 11, 2017)
• “Business Entity Selection” Guest Lecturer, UCLA Extension, Los Angeles, CA (May 2017)
• “2017 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2017)
• “Drafting Franchise Agreements After Patterson v. Domino’s: Avoiding the Minefield of Vicarious Liability and Joint Employment,” Co-Author, Franchise Law Journal, Vol. 36, No. 2 (Fall 2016)
• “How This S.F. Startup Helps Small Investors Buy Into Equity Crowdfunding,” Quoted, San Francisco Business Times (August 1, 2016)
• “The ABCs of Equity Crowdfunding,” Co-Presenter, The Table Networking Group (March 10, 2016)
• “What In-House Attorneys Need to Know About Crowdfunding,” Co-Author, Corporate Counsel (February 26, 2016)
• “Development and Trends in SEC Enforcement,” Presenter, Eighth Annual Proxy Season Update, Snell & Wilmer offices, Phoenix, AZ (January 7, 2016)
• “2016 Annual Meeting Season,” Co-Author, Corporate Communicator (Winter 2016)
• “Can a Franchisor Avoid Becoming the Joint Employer of its Franchisee’s Employees?” Co-Author, Franchising Opportunities in Southern California (September 14, 2015)
• “The Current State of Crowdfunding,” Presenter, Entrepreneurs’ Organization, Orange County, CA (March 20, 2015)
• “Enforcement and Litigation Developments,” Co-Author, Corporate Communicator (Winter 2015)
• “Crowdfunding: The New Way to Finance Franchises?,” Co-Author, Franchising World (October 2014)
• “Top Five Legal Tips for Franchisors in 2014,” Co-Author, Franchising Opportunities in Southern California (September 29, 2014)
• “Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation,” Author, Under30CEO (May 27, 2014)
• “NBC Money Talk with Jesse Torres – Common Legal Mistakes Entrepreneurs Make When Starting a Business,” Interviewee, NBC Radio KCAA 1050 AM (May 21, 2014)
• “General Solicitation Yet to be Generally Embraced,” Author, Corporate Communicator (Spring 2014)
• “NBC Money Talk with Jesse Torres – What is Entailed in the Process of Franchising?,” Interviewee, NBC Radio KCAA 1050 AM (May 14, 2014)
• “Negotiating Letters of Intent in M&A Transactions,” Presenter, USC Gould School of Law Course, Los Angeles, CA (January 2012, January 2013, February 2014)
• “Sixth Annual Public Company Proxy Season Update,” Presenter, Snell & Wilmer (January 9, 2014)
• “Supreme Court To Reconsider Theory Underlying Modern Securities Class Actions,” Co-Author, Corporate Communicator (Winter 2014)
• “Enforceable or Unenforceable? Examining Commonly Used Contract Provisions,” Speaker, Association of Corporate Counsel SoCal, Long Beach, CA (June 11, 2013)
• “California’s New LLC Act Adds Confusion and Effects Little Change,” Author, Corporate Communicator (March 25, 2013)
• “Delaware Law Update – Delaware Court Applies Heightened Scrutiny to Director Compensation,” Author, Corporate Communicator (December 28, 2012)
• “Disclosures Under the Iran Threat Reduction and Syrian Human Rights Act of 2012,” Author, Corporate Communicator (December 28, 2012)
• “Negotiating Investment Banking M&A Engagement Letters: Keeping the Investment Bank Incentivized While Protecting Your Interests,” Co-Author, Corporate Communicator (April 12, 2012)
• “Private Target M&A Deal Points: An Interactive Case Study,” Presenter, Private Equity Association Los Angeles (PEALA), Los Angeles, CA (March 8, 2012)
• “SEC to Undertake a Review of Beneficial Ownership Reporting Rules,” Author, Snell & Wilmer Legal Alert (December 22, 2011)
• “Franchise Laws: What You Should Know Before Expanding Internationally,” Co-Author, The Daily Journal (December 21, 2011)
• “Hidden Dangers in Letters of Intent: Can an LOI jeopardize my deal?,” Co-Author, Orange County Business Journal (November 21-27, 2011)
• “Letters of Intent: Creating Inadvertent Obligations,” Co-Author, The Daily Journal (November 2, 2011)