Professionals
Photo of Steven M. Egesdal
Partner / Honolulu

Steven M. Egesdal

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808.523.2546
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808.523.0842
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segesdal@carlsmith.com

Steve Egesdal is a Partner in the firm's Honolulu office and is a member of the Transactional practice group. He concentrates his practice on business structure and operations. Steve has assisted a wide variety of business entities in the formation, acquisition, operation, reorganization, and dissolution of corporations, partnerships, limited liability companies, limited liability partnerships and limited liability limited partnerships.  He also has extensive litigation experience, and draws on that experience in advising business entities and drafting documents to reduce the risk of litigation.  He was selected by attorney peers for inclusion in The Best Lawyers in America 2016 for Business Organizations (including LLCs and Partnerships), Commercial Litigation and Corporate Law.  He has been listed in the publication since 2011. Prior to joining the firm, Steve was a law clerk for the Honorable Martin Pence (U.S.D.C. Hawaii), 1987-1988.

Limited Liability Entities

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Represented family-held business entities in creating ownership and operational structures to meet control and estate planning objectives with limited liability. Since the LLC Act was enacted in 1997, has helped to organize more than 100 Hawaii and Delaware LLCs and LLPs, and to convert Hawaii and foreign general or limited partnerships into Hawaii LLCs or Delaware LLCs (or LLPs).

Private Placements for Start Up and Emerging Growth Companies

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Represented company selling properties with a condominium hotel with securities issues; represented several companies raising capital for land development on Maui and the Big Island (Regulation D offerings); represented start-up on Maui developing canine cancer treatment with private offering represented hi-tech aqua-culture firm on Maui; represented company developing Hawai`i's first electronic newspaper with private placement to raise funds (Regulation D offering); represented entrepreneurs in organizing Hawai`i LLC and raising over $13 million in venture capital for hi tech fishing enterprise (Regulation D offering); represented Hawai`i e-commerce company in restructuring as Delaware corporation and raising private placement funds; represented entrepreneurs developing Internet security software to organize as Delaware corporation and raise capital (Regulation D offering).

Stock and Asset Sales

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Represented buyers or sellers of stock, partnership interests, membership interests, or assets of entities involved in such diverse businesses as banking, land development companies, macadamia nut processor, automobile dealerships, clothing manufacturing, crane and rigging operation, dental supply distribution, bottled water, foreign language school, resort hotel, and pharmacies.

Shareholder and Board Disputes

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Represented majority and minority shareholders of closely held corporations in disputes involving majority shareholders' compensation, pursuit of corporate opportunities, rejection of acquisition offers, disputes over buy-sell provisions, control issues, cumulative voting for directors and similar matters.

Large Trusts

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Represented large private testamentary trusts in termination planning and design of post-termination structure and in drafting operating agreements for LLC used as termination vehicle for beneficiaries. Represented large testamentary trust in forming LLC to purchase property in Canada as part of its diversification of assets. Represented large testamentary trust against charges by the Internal Revenue Service alleging under valuation of property.

Public Company Representation

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Provided SEC advice on acquisitions, periodic reporting, disclosure obligations, securities registration, intrastate offerings, and private placements, restricted securities, going private transactions, the Hawaii Control Share Acquisition Act, and takeover defenses.

No Action Letters

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Represented business entities in obtaining no action letter from the Hawaii securities commission concerning various registration issues under Hawaii securities law.

Franchises

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Represented clients in advising on federal and state franchise law, including drafting a Franchise Agreement and Federal Disclosure Document for a fast food restaurant, helping to extricate Hawai`i franchises from a bad franchise situations, and helping Hawaii franchises to organize as a Hawaii LLC to obtain and operate inside and franchises; represented Hawaii entrepreneurs launching franchises outside of Hawaii.

Bank Holding Company

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Represented Hawaii bank holding company in federal and state security and corporate issues concerning a tender offer and going private transaction effected through a reverse stock split.

Distinctions

  • 2013 Lawyer of the Year in Business Organizations (including LLCs and Partnerships), Honolulu, Hawaii
  • Honolulu Magazine's Best Lawyers in Hawai'i for 2011, Corporate Law
  • Selected by attorney peers for inclusion in The Best Lawyers in America 2018 for Business Organizations (including LLCs and Partnerships), Commercial Litigation and Corporate Law; he has been listed in the publication since 2011
  • Selected for inclusion in Super Lawyers 2017, for Business/Corporate, Business Litigation, and Alternative Dispute Resolution; listed since 2010

Affiliations

  • Hawaii State Bar Association
  • Treasurer, Business Law Section, Hawaii State Bar Association, 2007-2008
  • President, Business Law Section, Hawai`i State Bar Association, 2009-2010
  • Lecturer, Contract Drafting, William S. Richardson School of Law, University of Hawai'i at Manoa, 2011, 2012, 2013
  • American Bar Association

Publications

  • Steven M. Egesdal, M. Terry Thompson and Mandy Jimmie, Thompson River Salish Speech, Whatcom Museum Publication No. 22, 2011.
  • Steven M. Egesdal, Shares and Distributions in Corporations Manual (Greg R. Kim, ed., HSBA, 2011).
  • Charles A. Sweet and Steven M. Egesdal, Federal and State Securities Laws in Corporations Manual (Greg R. Kim, ed., HSBA, 2011).
  • M. Terry Thompson & Steven M. Egesdal, Salish Myths and Legends: One People's Stories (2008).
  • Steven M. Egesdal & Craig P. Wagnild (eds.), Hawaii Business Forms Manual (HSBA, 2007).
  • Steve is a regular speaker on choice of entity and limited liability companies, including for the HSBA and NBI.