PROFESSIONAL PROFILE

Mr. Sachs' practice focuses on business transactions and counseling. Prior to joining Haar & Woods, he was Senior Vice President and General Counsel of Edison Brothers Stores, Inc., a nationwide retailer, and before that was General Counsel of The Trane Company, a major manufacturer of air conditioning equipment. He has over thirty years' experience in advising on a wide range of matters, including the organization of new businesses, the purchase and sale of businesses, debt and equity financings, minority investments, executive compensation plans, shareholder and employment agreements, licenses and commercial contracts. He also serves as an arbitrator in complex business disputes for the American Arbitration Association and the Financial Industry Regulatory Authority and is a mediator in business cases for the local state and federal courts.

Mr. Sachs was Chair of the Business Law Section of the Bar Association of Metropolitan St. Louis from 2003 to 2007 and is a past President of the St. Louis Chapter of the American Society of Corporate Secretaries. He is listed by Law and Politics as a Missouri Super Lawyer for Business/Corporate Law.

EDUCATION

Harvard University
(J.D., cum laude, 1970)
Editor, Harvard Law Review

Columbia University
(A.B., cum laude, 1967)

REPRESENTATIVE MATTERS

• Counseling entrepreneurs in organizing new entities, including preparing articles of incorporation, bylaws, shareholder agreements, LLC operating agreements, employment agreements, non-competition agreements, stock option and restricted stock plans, and intellectual property licenses

• Purchase, sale and combination of businesses, including:

• acquisition by The Trane Company of the central air conditioning business of General Electric Company
• acquisition by Edison Brothers of the 240-store J. Riggings division of U. S. Shoe Corporation
• acquisition by Edison of leasehold rights to 225 locations of Foxmoor Specialty Stores, a subsidiary of Dylex Limited
• acquisition by Edison of Webster Clothes, Inc., a publicly-held 128-store menswear chain
• over twenty acquisitions by Edison during a four-year period of regional Big & Tall menswear chains
• sale by Trane of a 70% interest in its South African manufacturing subsidiary, with accompanying technology licensing and distributorship arrangements
• joint ventures of Trane with local manufacturing companies in India, Malaysia and Colombia
• various foreign acquisitions by Edison, including menswear businesses in Canada and Mexico

• Debt and equity financings, including:

• numerous revolving credit agreements for Trane and Edison, secured and unsecured, with limits ranging from $125 to $200 million
• five private placements of Senior Notes by Edison totaling over $340 million with different groups of institutional investors
• several industrial revenue bond issues for construction of distribution centers

• Other corporate matters, including:

• SEC reporting (preparation of 10-K, 10-Q and 8-K reports, proxy statements, annual and quarterly reports to shareholders, and Section 16 filings)
• 2-for-1 split of Edison's common stock
• spinoff by Edison to its shareholders of its Dave & Buster's subsidiary
• reorganization of Edison and its domestic subsidiaries under Chapter 11, including preparation of initial bankruptcy petitions and court orders, negotiations with creditors and equity holders, structuring of a plan of reorganization and general shepherding of the process

• Arbitration

• Member of the American Arbitration Association's Commercial and Large Complex Case Panels. Has served as sole arbitrator and panel arbitrator (including Panel Chair) in numerous business disputes, with claims ranging to over $100 million. Issues have included fraud in the purchase of a business, breach of fiduciary duty and self-dealing by corporate officers, breach of a partnership agreement, severance obligations under an employment contract, responsibility for excess inventory under a supply contract, financial and accounting issues under a credit card program, improper foreclosure on commercial real estate, antitrust claims regarding the termination of a dealership, and employment termination.

BAR ADMISSIONS

New York, 1971
Wisconsin, 1983
Missouri, 1989
United States Court of Appeals for the Second Circuit
United States District Court for the Eastern District of New York
United States District Court for the Southern District of New York
United States District Court for the Eastern District of Missouri

COMMUNITY INVOLVEMENT

St. Louis Volunteer Lawyers for the Arts

PROFESSIONAL AFFILIATIONS & ACTIVITIES

• Bar Association of Metropolitan St. Louis (Chair, Business Law Section, 2003-2007)
• American Bar Association (Sections of Business Law, Litigation and Dispute Resolution)
• American Society of Corporate Secretaries (President, St. Louis Chapter, 1993-1994; Member, Securities Law Committee, 1998-2003)

PRESENTATIONS

• "Arbitration of Business and Consumer Disputes: Current Developments," Bar Association of Metropolitan St. Louis, March 2007
• "Choice of Entity: Practical Business and Tax Considerations," Bar Association of Metropolitan St. Louis, April 2005
• "Dealing with Delay Tactics," American Arbitration Association, April 2005 and August 2006
• "Contractual Arbitration - Can Non-Signatories Be Compelled to Arbitrate," American Arbitration Association, October 2004 and October 2005

PUBLICATIONS

• "Lease Assignment Issues in Retail Business Acquisitions," The Practical Lawyer, October 2003
• "Look Before You Leap: Due Diligence in Buying a Business," Law Day publication of The Missouri Bar, May 2003