Business & Tax
 
  Securities
 
Mindi Antalek handles business and securities matters at Ober|Kaler.  

    

Melinda B. Antalek
Of Counsel
  mbantalek@ober.com
410-347-7317
443-263-7517 fax
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  Experience  

Mindi represents all types of entrepreneurs, business entities and tax-exempt organizations, providing a broad range of business advice on all legal aspects of the formation, operation and divestiture of business enterprises and nonprofit entities. Mindi's extensive experience includes business formations creating limited liability entities, for profit and tax-exempt corporations and partnerships, business transactions such as mergers, acquisitions, business separations and reorganizations, leveraged buyouts, joint ventures, public and private securities offerings and transactions, and business continuity and succession planning. She has particular experience in handling complex, contentious and multi-disciplinary transactions.

Mindi's practice includes negotiation and documentation of contracts, employment agreements, stockholders' agreements and non-competition agreements, as well as management agreements, real estate leases and licensing agreements. She is also experienced in regulatory and administrative law, including minority business enterprise certification and all aspects of alcoholic beverages licensing and control in Maryland and Virginia. Mindi also mediates business disputes and has served as an expert witness in business litigation.

Mindi represents a wide variety of clients including many tax-exempt corporations and associations, such as hospitals, trade associations and public and private foundations. Her clients include numerous health care providers, particularly health care professionals and their practice groups, as well as ambulatory surgery centers, health care facilities such as hospitals, skilled nursing and assisted living facilities, and trade associations of health care providers. She also represents many closely held companies and entrepreneurs involved in a variety of industries, including construction contractors, mortgage brokers, food processors, distributors, restaurant and hotel operators, manufacturers and providers of business and consumer services.

 
 
    Representative Cases

Represented a 40% stockholder in the sale of one of the largest privately-owned businesses in its industry through a controlled auction that resulted in a purchase price over $115 million and substantially higher than the owner's original target price.

Led a team of Ober|Kaler attorneys representing a group of eight separate owners of franchised dry cleaning establishments in three different states to resolve conflicts with the franchisor and achieve independence for the store owners.

Subsequently, helped group form a business association to own trademarks, develop and own custom software and manage group purchasing of advertising, equipment and supplies.

Represented a publicly traded physician management company in the acquisition of a large regional practice of primary care physicians through a reverse triangular merger requiring Hart-Scott-Rodino filings.

Negotiated unusually favorable employment terms for continued employment of senior executives of a national health claims processor following a $160 million acquisition of the company.

Successfully negotiated on behalf of a large non-profit community hospital multiple contracts with a group of specialty physicians and their related administrative management company for both professional services contract and ownership of a joint venture for the operation of an on-campus facility.

Led a team of Ober|Kaler attorneys representing a regional food processor and a distributor in a reorganization and recapitalization among its stockholders and investors designed to retire debt by converting debt to equity. Subsequently represented the same client in a management-led leveraged buy-out and tender offer with multiple tiers of lenders.

Helped minority common stockholders of a multi-state communications company acquire at a steep discount all of the equity of multiple venture capital investors in order to assume control of the company, avert bankruptcy and effect a turnaround.

Represented eight physician specialists in five separate practices in the formation of a group medical practice through merger of the practices, including the merger of separate subsidiaries operating ambulatory surgery centers. Continue to represent the group specialty practice in routine business and governance matters, stockholder and employee issues and pursuit of new ventures.

Counseled a woman-owned pension administration services business with respect to business continuity and succession planning through transfers of stock to valued employees.

Represented a national operator of family-oriented restaurants in obtaining liquor licenses in multiple counties in Maryland and also assisted out-of-state hotel operators with the transfer of liquor licenses in connection with acquisitions of major hotels in Baltimore's Inner Harbor and the surrounding region.

Represented the purchaser of 23 restaurants in five states in connection with the transfer of 19 valuable liquor licenses in Maryland and Virginia.

Helped structure and implement a creative judicial foreclosure proceeding to obtain ownership of partnership interests held as collateral for five HUD-insured apartment developments.

Successfully mediated a $7 million cash settlement in a domestic matter to avoid liquidation of a large regional business enterprise in order to satisfy the obligation.

 
 
    Admitted

Court of Appeals of Maryland

 
 
  Education

University of Maryland School of Law, J.D., with honors, 1984

Order of the Coif

University of Rochester, B.S., 1970

 
 
   Professional & Community

American Bar Association

Section on Business Law
Section on Health Law

American Health Lawyers Association

Executive Women's Network

Member, 1993-2004

Maryland State Bar Association

Section on Business Law
Section on Health Law
Committee on Ethics
Member, 1992-2004
Chair, 1994-1995
Editor, "Index of Ethics Opinions," 1992-2004

Participant, one of two attorneys invited by the U.S. Department of State to meet with a delegation of Chinese businessmen in the U.S. under the auspices of the Chinese Academy of Macroeconomic Research to discuss business and strategic reasons U.S. business engage in mergers and acquisitions, March 2001

 
 
   Publications & Presentations

Lecturer, Career Pathways in Urology Seminar, "The Four C's of Employment Contracts"

Lecturer, Medical Business Solutions Anesthesia Billing and Management Seminar, "General Employment Issues: Contracts with Physicians and Senior Staff" and "Managing Physicians/Employees with Disruptive Behavior"

Instructor and co-author, Maryland Institute For Continuing Professional Education of Lawyers (MICPEL), "Business Law Institute - Top Ten Mistakes in Closing a Deal and Writing an Opinion Letter"; "Business Divorces: Shareholder Disputes-General Partnerships and Limited Liability Partnerships under Maryland's Revised Uniform Partnership Act"; "Representing Doctors and Medical Practices in the '90's and Beyond"; "Current Ethical Issues"

Co-author, "Basic Corporate and Partnership Law in Maryland," National Business Institute

Lecturer, National Business Institute, Basic Corporate and Partnership Law In Maryland

Author, "Is Your Business Headed for Dissolution in Divorce Court?" The Daily Record

Instructor, Maryland State Bar Association Professional Course for new inductees to Maryland Bar

Instructor, Ethics for Continuing Education Program for Maryland Administrative Law Judges

 
 
   Significant Achievements

Raising children who are happy, self-supporting and productive adults.

 
 
   Favorite Quote

"Maintain perspective."