Practice Groups and Client Sectors:Corporate, International, FinTech, Cryptocurrencies, and Blockchain, Financial Services, Fine Art and Cultural Property
Areas of Focus:Mergers and Acquisitions, International Transactions, Europe, Africa, The United Kingdom, Russia, the Baltics, and the CIS, Emerging Companies and Venture Capital
Sam advises clients on corporate acquisitions and disposals, corporate finance, corporate and partnership structuring and shareholder, operating and buy-sell arrangements, general corporate matters, fine art and cultural property, supply, distribution, and consignment and inventory management arrangements, and other commercial transactions.
He has extensive experience in the metals and transportation industries as well as with technology start-ups, particularly token-driven blockchain businesses, and also advises clients active in the fine art markets.
Sam is licensed in California, England and Wales, and South Africa, with specific expertise in all three jurisdictions. He is adept in helping his clients navigate the intricacies of cross-border business and inward investment. Sam has advised clients in a range of countries, including England, Spain, France, Turkey, Lithuania, Latvia, United Arab Emirates, Israel, South Africa, Hong Kong, South Korea, and the United States.
Sam also works with art advisors, artists and other fine art market participants in the promotion, sale, consignment, and exhibition of works of art.
Sam’s extensive history advising metals businesses includes his tenure as lead in-house counsel to Kloeckner Metals Corporation (previously Macsteel Service Centers USA, Inc), the third largest metals service center in North America, where he was responsible for the North American legal department.
Sam advises tech start-ups, closely counseling on shareholder and ‘advisor’ equity arrangements, corporation and limited liability company formations, shareholder, operating and buy-sell agreements, among other matters. Sam is involved in the Southern California start-up ecosystem, working with ‘Silicon Beach’ startups, with particular emphasis on token-driven and asset-based blockchain businesses.
In the ground transportation sector, Sam has advised on asset acquisitions and corporate-group structuring, dealing with complex earn-out and structuring requirements in highly regulated environments, including the ground-passenger transportation and taxi industries in California.
In addition to his experience as lead in-house counsel to Kloeckner Metals Corporation, Sam was a member of the corporate finance groups at Arent Fox, LLP (where he was co-head of the Blockchain Group) and, before that, Dykema Gossett, PLLC. Before that, he practiced as a mergers and acquisitions solicitor in the ‘silver-circle’ City of London law firm, Berwin Leighton Paisner, LLP (now Bryan Cave Leighton Paisner).,
Sam has lectured in Law at UCLA School of Law.
Sam is a member of the California State Bar, the Law Society of England & Wales and the Legal Practice Council (South Africa).
SELECT REPRESENTATIVE EXPERIENCE
Corporate and M&A
- Advising on the corporate dissolution and wind-down of leading Los Angeles talent management and production firm
- Dual-level multi-million-dollar private placement for Los Angeles-based television, film and gaming content production house
- Sale of leading national US college and graduate school admissions and test preparation business
- Representation of foreign provincial government tourism promotion arm on the establishment of its presence in the United States as a mutual-benefit corporation
- Structuring family office investment and holdings in multi-unit North Carolina real estate development
- Restructuring central and northern California adult residential facility group
- Multiple acquisitions for US national transportation group of ground-passenger transportation businesses
- Advising African charter airline on its US MRO facilities
- Sale of eighth-largest North American steel processing group to the leading European metals group
- Advising Westminster City Council on the sale of Dolphin Square, London to Westbrook Partners
- Advising leading European wood product manufacturer on its acquisition of a Latvian wood-chip mill
- Sale of residential real estate holding company in the Dubai, United Arab Emirates Palm Islands development
- Acquisition of leading Turkish airline services company by European airline catering group
- Listing of largest global miner and supplier of Tanzanite on the Alternative Investment Market of the London Stock Exchange
Fine Art and Cultural Property
- Advising family office on its rights in the importation into the United States of foreign cultural property
- Representation of a fine art intermediary on its interests in licensing and promotion arrangements for works of fine art
- Advising on the consignments of works by well-known American impressionist painter and other artists with leading international auction houses
- Advising well-known Los Angeles fine art consultant on the promotion and sale of photography and other fine art portfolios
International and Cross Border
- Representation of Dutch metal product manufacturer in establishing its United States presence and North American distribution and leasing network
- Representation of South African steel processor in relation to the imposition of US "Section 232" carbon steel tariffs on imports to the US
- Advising South Korean distributor on distribution and licensing arrangements for supply of cosmetic and hair-care products
"Fine Art Consignment in the time of COVID-19: How safe is your Art?" Medium, March 2020
"Blockchain Utility Tokens: Throwing the Baby Out with the (Securities Regulation) Bathwater," Wall Street Lawyer, September 2019
Establishing a Business Presence in the United States: A New Look Following the Tax Cuts and Jobs Act, Stonehage Fleming, Insights, July 12, 2018
Innovation vs Regulation: SEC Focuses on Cryptocurrencies and Token Businesses, Arent Fox Los Angeles Office, March 20, 2018
“The Three C’s: Cybersecurity, Cryptocurrency & Cannabis Program,” Arent Fox Los Angeles Office, September 27, 2018
“Supply Agreements: A contractual approach to supplier risk management.” Supply & Demand Chain Executive, June 26, 2015
“Series LLC's: A Risk Management Tool to Consider,” California CEO, April 2015
“Five Big Questions on Innovation,” BPI Network, August 2014
“Preparing for the In-House to Law Firm Transition,” ACC Docket, July/August 2014
AWARDS AND RECOGNITION
- Sam has been recognized in Southern California Super Lawyers® as a Rising Star in Securities and Corporate Finance in 2016.
- Sam founded the Brenda Lucille Miller UCLA South African Education Fund in conjunction with UCLA’s Center for World Health (now UCLA’s Global Health Education and Research Program). This fund brings South African neurologists to train with UCLA as clinical observers in an intensive program geared to improving treatment for movement and neurological disorders in South Africa.
- Sam is a long-time fine art collector, and founded the blockchain asset-based fine art platform The Fine Art Ledger.
*Rimon P.C. is not regulated by the Solicitors Regulation Authority (SRA)
News, Events, & Insights
NFT’s and Digital Art Blockchain: Is Blockchain’s Digital Token New Frontier Its Brightest?**
Insights February 25, 2021
The Fine Art of Auction House Consignments: Art AML, Sanctions Compliance and the Fine Art Owner’s Conundrum**
Insights December 07, 2020
Fine Art goes online: the (virtual) reality of COVID-19 and the changing face of the fine art markets
Insights May 11, 2020
Fine Art Consignment in the time of COVID-19: How safe is your Art?
Insights March 30, 2020
When Artists Skyrocket: the Fine Art Sale versus Consignment Conundrum
Insights March 24, 2020
Blockchain utility tokens: throwing the baby out with the (securities regulation) bathwater? published in Wall Street Lawyer by Rimon Partner Sam Miller
News December 04, 2019