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.

Franchising
Bill represented franchisors or franchisees in the preparation, submission and updating of FDDs or comparable disclosure documents, as well as negotiation of franchise agreements, advertising co-op agreements and lease agreements with various landlords. Matters include a premium ice cream parlor in their domestic expansion and their expansion into Japan; the second largest franchisee of a quick service sandwich concept in incremental acquisitions of a total of 58 stores; the Japanese sub-franchisor of an international donut franchise in setting up their Australian sub-franchise; and a major quick service Mexican restaurant in their master franchise agreement to expand the concept into Japan.

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.

    Education

    • University of Washington School of Law (J.D., 1982)
    • University of Washington School of Law (LL.M., 1984)
      • Japanese Law
    • Michael G. Foster School of Business, University of Washington (M.B.A., 1983)
    • University of Washington (B.A., 1978)
      • Economics, East Asian Studies and Japan Regional

    Bar Admissions

    • California
    • Washington

    Professional Affiliations

    • State Bar of California, International Law Section, member of the Executive Committee, 2015–2021, Chair 2020–2021
    • State Bar of California; former Executive Committee member, Business Law Section; former chair, Committee on Cyberspace Law
    • Orange County Bar Association, Corporate and Business Law Section, former board member and president
    • AeA Orange County Council, former member, International and Software & Technology Committees

    Awards & Honors

    • Selected for inclusion in The Best Lawyers in America®, 2006-2026
    • Selected for inclusion in The Legal 500 United States in Cannabis Tier 4, 2025
    • Selected by Best Lawyers in America® as Lawyer of the Year™ Corporate Governance Law, Los Angeles, 2025
    • Selected as one of The Best Lawyers in America® in the Corporate Law, Corporate Compliance Law, Corporate Governance Law and Mergers and Acquisitions Law areas , 2006–2023
    • Corporate Lawyer of the Year for Orange County, “Best Lawyers,” 2009, 2013, 2015
    • American Lawyer Media and Martindale-Hubbell, “Top Rated Lawyer in Real Estate,” 2013

    Languages

    • Japanese

William Tolin Gay

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.

William Tolin Gay

Events

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.

Privacy Settings
Your Privacy Choices
We value your privacy. Under privacy laws in your jurisdiction, you have the right to control how your personal information is used, including the right to opt out of the “sale” or “sharing” of your personal information for cross-context behavioral advertising. You may also limit the use of your sensitive personal information.

Below, you can review and adjust your cookie and data sharing preferences. For more information about how we use your data, please see our Privacy Policy.

Your Rights and Choices

Opt Out of Sale or Sharing: You may opt out of the sale or sharing of your personal information for advertising and analytics purposes by turning off Advertising & Targeting Cookies. We will honor your choice and will not sell or share your personal information for these purposes unless you enable these cookies again. Wilson Elser does not sell or share personal information in any other manner.

Limit Use of Sensitive Personal Information: If we collect sensitive personal information, you may limit its use to only what is necessary to provide requested services by adjusting your preferences here. Please contact privacy@wilsonelser.com with any questions.

Global Privacy Control: We honor browser-based opt-out signals, such as the Global Privacy Control (GPC). If we detect such a signal, your opt-out preference will be automatically applied.

These cookies are essential for the website to function and cannot be switched off in our systems. They are usually set in response to actions made by you, such as setting your privacy preferences, logging in, or filling in forms.

These cookies enable the website to provide enhanced functionality and personalization. If you do not allow these cookies, some or all of these services may not function properly.

These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They may be set through our site by us or our analytics partners to understand your interests and deliver more relevant content to you. If you do not allow these cookies, we will not know when you have visited our site