William Tolin Gay Of Counsel




William Tolin Gay has more than 30 years of experience as a business/corporate lawyer, culminating in his present transaction-focused practice, which includes corporate law, entity formation, mergers and acquisitions, corporate finance, licensing agreements and technology transfers. Bill has extensive experience working with domestic and foreign clients in securities, real estate, intellectual property and franchising. Among his many domestic and international clients are Japanese entities that operate in the United States. 

Bill, who speaks and reads Japanese, practiced law in Tokyo for several years, where he represented U.S. companies in their Japanese operations as well as Japanese issuers and underwriters in Eurobond securities issues. He is a certified California Real Estate Broker and a California Certified Mediator. Bill was appointed by the International Law Section of the State Bar of California to serve as a member of the Executive Committee for 2015–2020.

Areas of Focus

Immigrant Investor Visas
Given his largely international client base, Bill works to an increasing degree with immigration lawyers, mostly in connection with immigrant investor visas. The majority of this business originates from China.

Real Estate Transactions
Bill handles real estate work on the transactional side, including sales, purchases, leases and property development. Bill takes an integrated approach to offering substantial value, drawing on his experience with the many legal dimensions of the real estate industry, from transactional real estate, to corporate issues, to government relations, to land use and zoning issues and the litigation that can arise from the ownership and management of real property.

Mergers & Acquisitions
Bill represents buyers and sellers in a broad range of mergers, acquisitions and other business combinations.  His clients include both international and domestic clients, and both privately held and publicly traded entities. Clients rely on Bill’s sophisticated judgment and advice in structuring joint ventures and other strategic alliances. For companies with devalued or distressed assets, he provides guidance relative to negotiating and documenting workouts, restructurings, loan modifications, forbearance agreements and deed-in-lieu transactions.

Cannabis Law
Bill advises clients in the cannabis industry on matters relating to private placements and other financing arrangements, and guides publicly traded companies in securities law compliance. He draws on more than 30 years of corporate finance experience to assist clients in the consolidation that has begun in the industry, and counsels company officers, directors and advisors on matters relating to corporate governance. Bill also represents landlords and tenants in negotiation and drafting of lease agreements for all manner of cannabis-related businesses.

Health Care
Bill advises health care entities in several areas, including forming independent physicians' organizations, buying and selling surgical centers, and negotiating and drafting leases for doctors' offices. He has assisted with debt financing for a surgical supply company and handles real estate and corporate work for a senior residence center and meal delivery service. Bill also provides corporate governance services for a medical group comprising doctors and a hospital.

Representative Matters

Representation of a Japanese company in an equity investment in a Las Vegas hotel and casino

Representation of senior management in a management-led buyout of the U.S. subsidiary of a Japanese manufacturer

Representation of immigrant investors, chiefly from China, in both EB-5 projects and in an innovative alternative to the EB-5

Representation of an animation consortium in connection with the financing of a series of feature length animated films, including the financing and construction of an animation studio in Fukushima, Japan

Representation of a tea importer in an equity financing arrangement with the Cool Japan Fund

General corporate representation of a manufacturer of a proprietary hydrophobic sponge product for household cleaning and environmental cleanup applications

Representation of franchisors and master sub-franchises in regulatory and compliance matters

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