Duane R. Fisher
Mr. Fisher concentrates his practice in the areas of real estate, hotels and resorts, business structure and operations and commercial transactions. Mr. Fisher has represented a wide range of business organizations, from hotel owners, telecommunications companies, Wall Street investment firms and multibillion dollar energy development companies to closely held corporations and sole proprietors, in both private transactions and before federal and state administrative agencies. Mr. Fisher holds Martindale-Hubbell’s highest possible professional rating (AV); this rating is given by Mr. Fisher’s legal peers, based on their knowledge of his work, reputation and integrity.
Some examples of his recent work include:
Wireless Telecommunications Company. Acted as local general counsel in representation of a wireless telecommunications company in its development, operation and wind-up of a cellular telephone network in Hawaii. Negotiated and drafted dozens of site leases and licenses with various landlords, including the State of Hawaii, Department of Transportation, various agencies of the City and County of Honolulu, large private estates, Condominium Associations and office building owners. Negotiated and drafted various inter-carrier tower maintenance and other agreements. Coordinated Public Utilities Commission filings and proceedings with separate PUC counsel. Developed various procedures and checklists to facilitate efficient and cost-effective representation.
Sale of Large Waikoloa Resort Hotel. Represented 87% owner in the sale of its interest in world- class resort hotel to the minority owner/manager of the hotel. Transaction was complicated by a number of factors, including (1) the fact that a significant portion of the purchase price was paid for with unregistered shares of stock of a publicly traded corporation; (2) the real property upon which the hotel is situated is leasehold and the transaction required the consent of the ground lessor; (3) a portion of the premises involved “ceded lands” that were the subject of significant title issues; and (4) the hotel was subject to a collective bargaining agreement. Mr. Fisher was primarily responsible for drafting and negotiating the purchase and sale agreement, and was substantially involved in resolving all complexities of the deal, and coordinated a successful closing of the transaction all in less than thirty days. All parties remarked that they had never witnessed such a complicated transaction brought to such a smooth closing in so short a period of time.
Sale of Downtown Honolulu Office Building. Represented owner in the sale of 30-story office building in Downtown Honolulu. Negotiated terms of the sale, prepared and negotiated transaction documents, interfaced with tenants as to leasing issues, and brought the sale to a timely closing.
Waikiki Hotel Acquisition. Acted as local Hawaii counsel in representing the purchaser of a premier Waikiki resort hotel. Responsibilities included advising with respect to the purchase and sale agreement, conducting and coordinating the due diligence investigation, negotiating title insurance and endorsements, negotiating and documenting financing for the acquisition, transferring the hotel liquor license and other permits, licenses and leases to the buyer, interfacing with labor counsel with regard to union and other labor issues, opening and interfacing with escrow, and coordinating the timely closing of the sale.
Hotel Owner and Commercial Landlord - Tenant Matters. Represented the hotel owner/landlord of an 800-room Waikiki hotel with over 50 commercial tenants. Created model form office and retail leases for the landlord. Responsible for negotiating and documenting the office and retail leases for the hotel, and for handling legal issues with respect to the commercial tenants. Successfully represented landlord in summary possession action against a defaulting tenant.
Complex Stock Acquisition of Publicly Traded Real Estate Development Company. Represented purchaser of a majority shareholder interest in publicly traded Delaware corporation with substantial real estate assets for development in Hawaii (primarily undeveloped land on Maui and the Big Island). Negotiated the purchase and sale agreement, coordinated due diligence, interfaced with tax advisors, negotiated amendments and ancillary agreements, coordinated with S.E.C. and Delaware counsel, negotiated and documented new loans and refinancing of existing target company loans.
Real Property Tax Appeal. Represented hotel owner in appeal of real property tax valuation and assessment. As lead negotiator in settlement discussions with the real property tax office, Mr. Fisher successfully negotiated a settlement resulting in tax savings of more than $650,000 per year. The two-year settlement saved the client more than $1.3 million.
Business Sales and Formations. Mr. Fisher regularly advises clients with regard to the acquisition/sale of existing businesses, as well as the formation of business entities. He has drafted numerous purchase and sale agreements and organizational documents and agreements, such as articles, bylaws, operating agreements, shareholder agreements, buy-sell agreements and the like. Assists clients to prepare company minutes and resolutions, and keep appropriate company record books.
Large Real Estate Transactions. Has represented both buyers and sellers in all aspects of multi-million dollar real estate transactions, including negotiating terms of sale, establishment of and interface with escrow, supervising closings, procurement of various types of title insurance and negotiating endorsements with title insurers, and advising clients concerning land use matters.
Court-Appointed Receiver. Mr. Fisher was appointed by the First Circuit Court of the State of Hawaii as a receiver to take control of a debtor’s judgment, execute upon and sell a large, multi-million dollar parcel of land, and distribute the proceeds pursuant to Court Order. Ultimately, the appointment of Mr. Fisher as receiver, and his actions taken in that capacity, forced the debtor to raise monies sufficient to pay off his primary creditor, who for some eighteen years had tried to collect money from the debtor. This favorable result occurred within sixty days of Mr. Fisher’s receivership appointment.
Sale of Loan. Acted as local counsel in time-pressured, fiscal year-end sale of multi-million dollar real estate-secured loan by very large Japanese bank. Worked with Tokyo counsel to prepare, negotiate and execute various loan sale documentation. Advised with respect to Hawaii real estate law issues and brought the transaction to a timely closing.
Foreign Lending Consortium/Hotel Sale. Represented consortium of Japanese companies in a $67-million transaction involving purchase of fee title to land and their subsequent sale of a large Maui hotel. Interfaced with Securities and Exchange Commission and obtained exemption from Hart Scott Rodino filings. Negotiated terms of purchase and sale agreement, real property conveyance instruments, assignment of contracts and related agreements.
Construction Contracts. Has represented owners of real property in the negotiation, execution, implementation and completion of construction and architect contracts, including modifications to Standard AIA contract documents, in both commercial and large residential transactions.
Wall Street Investment Bank. Represented major Wall Street investment banking firm in their review of several major commercial properties in Hawaii for potential acquisition. Work included due diligence review, advice concerning long-term commercial leasehold estates in Hawaii, contract review and negotiation with Seller.
Off-Shore Company. Incorporated off-shore holding company for high net worth individual. Liaised with foreign lawyers and accountants to ensure compliance with foreign laws. Overcame foreign legal technical requirements by creating class of redeemable preferred shares of stock to allow for financial flexibility. Advised and worked closely with directors in multiple aspects of ongoing business operations, including registering the company to do business in the Far East, and completion of independent audit and tax planning.
Energy Development Company. Assisted lead counsel in representation of international energy development company in formulating strategic approach to developing $100-million energy project in Hawaii. Took active role in representation of the development company in multiple proceedings before the State of Hawaii Public Utilities Commission, including lead role in utility integrated resource planning proceeding, and as co-counsel in complaint proceeding brought pursuant to the PURPA and state law.
Pro Bono, Civic and Charitable Matters. Mr. Fisher regularly assists charitable institutions on a pro bono basis, including incorporating Hawaii non-profit corporations for charitable purposes.
