34


John Frederick (Rick) Karch, Esq. WHGC, P.L.C. 1301 Dove Street Suite #1050 Newport Beach, CA 92660 Toll Free: 866-970-0186 Phone: 949-833-8483 Fax: 949-833-2281 ContactUs@WHGCLaw.com


Areas of Practice ❚ Corporate Law ❚ Finance ❚ Mergers & Acquisitions ❚ International Transactions ❚ Securities Law ❚ Business Evaluation ❚ Private & Public Offerings ❚ Public Company Reporting ❚ Broker-Dealers ❚ Real Estate ❚ Commercial Real Estate ❚ Residential Real Estate ❚ Real Estate Related Tax Concerns ❚ Asset Protection and Estate Planning, Tax Compliance


Bar Admissions ❚ California ❚ U.S. Court of Federal Claims ❚ U.S. Court of Appeals, 9th Circuit ❚ U.S. Supreme Court ❚ U.S. Tax Court


Education ❚ B.S.E., Basic Engineering, Princeton University


❚ M.B.A., Finance, Harvard Business School


❚ L.L.M., Tax, UC San Diego


❚ J.D., University of Southern California, School of Law


Professional Associations and Memberships ❚ Harvard Business School Assoc. of Orange County


John Frederick (Rick) Karch’s practice covers a broad range of complex individual, corporate, financial and tax planning matters arising in connection with domestic and international transactions. He


has structured offshore risk management subsidiaries for Fortune 500 companies and provided financial, tax and regulatory compliance counseling to investment banks, emerging growth technology companies, venture capital firms, life and casualty insurance companies and other public and private corporations.


Mr. Karch earned his BSE Basic Engineering (Chemical) from Princeton University, MBA Finance from Harvard Business School, and received his J.D. from University of Southern California. He holds an L.L.M. in Taxation from the University of San Diego, is a California CPA, and holds licenses in real estate brokerage; life, health and disability insurance; formerly NASD (FINRA) Series 7 and Series 63 securities. Prior to acting as corporate counsel, Mr. Karch was a financial analyst and internal auditor with a major U.S. public homebuilder and later on Chief Operations Officer of a commodities trading broker. He served as a respected member of the U.S. Marine Corps; and in special operations with an Air Naval Gunfire Liaison Company (ANGLICO).


Mr. Karch has unique cross-discipline expertise as a corporate counsel, regulatory and governance compliance officer, financial executive, investment account manager, crisis manager and corporate administrator; in addition to serving as legal counsel in sophisticated matters of tax law, corporate law, asset protection, business and estate planning.


As a seasoned transactional attorney and Partner at WHGC, Mr. Karch has acted as corporate counsel to many established and well-known companies. He assists corporations and emerging businesses with entity formations, operations, crisis management and dispute resolution; capital structuring and finance sourcing; securities offerings; business continuity and benefits planning; corporate governance and regulatory compliance; business valuations and mergers, acquisitions and divestitures. Mr. Karch is equally experienced with assisting the small business structures to multinational entities with their business transactions, relating to private and public securities offerings; trade secrets and unfair competition; intellectual property; business valuations and mergers, acquisitions and divestitures.


He has broad-based regulatory compliance experience involving audits by various Federal and state insurance, securities and taxation agencies, U.S. Customs, investigations by branches of Federal and state law enforcement. He is also experienced in implementing public company financial reporting, accounting, and investor disclosure criteria under Securities Acts of ’33 and ’34, Sarbanes-Oxley and standards of professional conduct pursuant to Circular 230.


Highly adept at developing lasting client relations, Mr. Karch has negotiated contracts, conducted due diligence reviews, including organizing and compiling back-up support documentation and assuring regulatory compliance as foundations for implementing effective financial and legal strategies, primarily for tax advantaged business, asset protection and estate planning


Publications:


“A Primer for Chinese Investment in America; Pick the Low-Hanging Fruit,” Executive Counsel Magazine, October-November Issue, 2012.


❚ U.S. Marine Corps Reserve Duty ❚ ANGLICO Special Operations Officer ❚ Marine Corps Association ❚ American Bar Association ❚ California State Bar Assoc., Business, Antitrust & Trade Regulations and Real Property Law Section


❚ Orange County Business Council


“A Strategy for Chinese Investment,” Orange County Lawyer, Orange County Bar Association, Vol. 54 No. 9, September 2012.


“The SuperGRAT: Saving taxes while passing on assets to your heirs (Part I)” published for the WMA Reporter Financial Planning, Managing Your Business, and the Orange County Business Journal


“The Super Freeze: Saving taxes while passing on assets to your heirs (Part II)” published for the WMA Reporter Financial Planning, Managing Your Business, and the Orange County Business Journal


“Crisis Management of Your Business” for the Orange County Business Journal published for the WMA Reporter Financial Planning, Managing Your Business, and the Orange County Business Journal


Mr. Karch’s Notable Clients: ❚ Representing an online public relations service company, Mr. Karch assisted the preparation and business plan for private offering capitalization, and advised with the -documentation and protective non-disclosure agreements of proprietary webcrawler technology.


❚ Acted as legal counsel and financial advisor to East Coast-based Integrated Motor Vehicle Distributor in business plans, formations and other operational issues including reorganization and spin-offs of dealership franchises and real estate facilities.


❚ Served as in-house counsel to a leading internet gaming company and supervised securities offerings and compliance for affiliated complementary high-tech entrepreneurial ventures. Assisted client in circumventing Rule 144 restrictions by reverse merger with registered NASDAQ public shell company.


❚ Was one of five original founders of a major pioneering domestic middle-market mergers and acquisitions investment banker.


❚ Served as in-house counsel to several mergers and acquisitions arms of integrated registered investment brokerage companies engaged in private placement securities offerings.


❚ Acted as in-house counsel to an international investment banking and financial services company, and supervised legal staff team of attorneys and paralegals in due diligence evaluations and background information of SEC registered public organizations investing or purchasing.


❚ Served as Internal Auditor and as Senior Financial Analyst of preeminent U.S. publicly traded homebuilder for divisions in New York, Chicago, Detroit, Orange County, and Los Angeles.


Page 1  |  Page 2  |  Page 3  |  Page 4  |  Page 5  |  Page 6  |  Page 7  |  Page 8  |  Page 9  |  Page 10  |  Page 11  |  Page 12  |  Page 13  |  Page 14  |  Page 15  |  Page 16  |  Page 17  |  Page 18  |  Page 19  |  Page 20  |  Page 21  |  Page 22  |  Page 23  |  Page 24  |  Page 25  |  Page 26  |  Page 27  |  Page 28  |  Page 29  |  Page 30  |  Page 31  |  Page 32  |  Page 33  |  Page 34  |  Page 35  |  Page 36  |  Page 37  |  Page 38  |  Page 39  |  Page 40  |  Page 41  |  Page 42  |  Page 43  |  Page 44  |  Page 45  |  Page 46  |  Page 47  |  Page 48  |  Page 49  |  Page 50