303-839-3861 303-839-3861

Attorney Profile

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Attorney Paul J. Hanley

Paul Hanley leads the Spencer Fane business transactions practice in Denver, where he assists startups, small, and mid-market businesses with business law planning and transactions. Paul’s corporate and commercial law practice involves mergers and acquisitions, private equity and debt finance, corporate and partnership structuring, commercial loans and secured transactions, real estate, family limited partnerships, UCC foreclosures, including strict foreclosures, business tax planning, international structuring and transactions, and commercial transactions.

Paul has extensive experience with solar developers, public private partnership finance, international transactions, distributors, manufacturers and retailers in many different industries, including insurance, telecommunications, cycling, apparel, online retail, digital health, magazines, and publishing, as well as with various technology companies, real estate, and software developers.

Paul has a cumulative total of over 50 years of board and community leadership experience. He is currently on the Board of Directors of Sturm Financial Group, a bank holding company that owns ANB Bank, where he also serves on the audit committee. Paul has served on the Board of Education of the Cherry Creek School District, the Foundation for Colorado Community Colleges, the Cherry Creek Valley Water and Sanitation District, and the Board of the Cunningham Fire Protection District. Paul has been publicly elected to governmental boards seven times, and he has over eight years of active experience on audit committees of organizations with over $500 million in assets. He is a member of the National Association of Corporate Directors.

In addition to general corporate matters, representative transactions in recent years include:

  • $14 million sale of specialty insurance agency
  • $2 million secured convertible note purchase from technology company
  • $6 million acquisition through UCC strict foreclosure of a distressed manufacturer
  • lease line of credit financing for automobile dealer structured lease program
  • $10 million sale of telecommunications company
  • local counsel for concessionaire in U.S. Highway 36 P3 financing
  • organization of an operating subsidiary in Puerto Rico
  • representation of preferred stock investor in sale of target company to top tier technology company
  • the acquisition of solar power facilities in Colorado, New Mexico, Arizona, California, and Hawaii
  • the $250 million sale of a Denver-based pharmacy benefit management company
  • exclusive magazine distribution contract with a national retailer
  • acquisition of a South Korean software developer with establishment of foreign operating subsidiary
  • an $18 million credit facility for a gasoline transport business
  • a successful proxy fight involving litigation that resulted in a takeover
  • a $25 million combined term loan and line of credit facility for a healthcare company
  • an acquisitive Section 351 transaction of a group of franchise restaurants
  • private debt and equity capitalization of an environmental cleanup company
  • a $30 million private equity minority recapitalization
  • an $18 million sale of an online cycling retailer involving synthetic restricted stock units
  • an $8 million sale of a Denver-based online fulfillment business
  • secured subordinated debt financing of a Colorado real estate development
  • UCC strict foreclosure of oil and gas drilling assets
  • the purchase and subsequent sale of a placer gold mine and water rights
  • UCC sale of stock and membership interests and defense of priority security interest

PUBLICATIONS & PRESENTATIONS

  • Seeking Seed Capital from Colorado Angel Investors; provides a very general overview of the legal parameters for those entrepreneurs seeking seed capital for a start-up business from angel investors located in Colorado using general advertising or solicitation.
  • Limited Liability Companies in Colorado; describes the law governing limited liability companies in the State of Colorado.
  • Executive Compensation Tax Issues; a brief summary of some of the tax laws regarding reasonable compensation, golden parachute payments, and limitations on compensation deductions.
  • Federal Income Tax Classification of Governmental Entities and Affiliates; provides an overview of the federal income tax rules and regulations affecting governmental entities.
  • Successor Liability Under Colorado Law; summarizes applicable Colorado law regarding the liability of a purchaser of substantially all of the assets of a business for liabilities arising out of the prior owner’s business operations, including possible transferee liability for unpaid federal and state income taxes of the seller.

MEMBERSHIPS

  • Director, Sturm Financial Group, Inc., bank holding company for ANB Bank; Member, Audit Committee, 2013 to present
  • Director, Colorado Community Colleges System Foundation, 2008 to 2016
  • National Association of Corporate Directors, 2014 to present
  • Director, Cunningham Fire Protection District, 2012 to 2014
  • Colorado Secretary of State Business Advisory Committee Member, 2007 to 2008
  • Director, Board of Education, Cherry Creek School District, 1999 to 2007 (term limited)
  • Chairman, Audit Committee, 2003 to 2007
  • Director, Cherry Creek Valley Water and Sanitation District, 2000-present (Chair)
  • Director, Cherry Creek Schools Foundation, 2004-2006
  • Director, Board of Cooperative Educational Services, Rocky Mountain Expeditionary School of Learning, 1999-2002
  • Colorado Bar Association Subcommittee on Revisions to Article 8 of the Uniform Commercial Code, 1995-1996

Contact Paul Hanley at 303.839.3861 or [email protected].

Education

  • University of California Hastings College of the Law (J.D., 1985)
  • University of Colorado Boulder (B.A., 1980), Bachelors of Music, with highest honors, 1980

Bar Admissions

  • Colorado

Experience

UCC Strict Foreclosure

Our client held over $1 million in secured debt, but it was subordinated to several million dollars of senior secured debt that was in default. The senior lender had started a replevin action to repossess the debtor’s business collateral.

Hanley Leads Successful Proxy Fight

Paul Hanley led a team of Spencer Fane attorneys, including Ron Fano, Lisa Mayers, and Emily Taylor, in a successful eight-month long proxy fight that resulted in a change of control of the Board of Directors of a Colorado corporation headquartered in California.

AtLast Fulfillment Inc. Aquired by Newgistics

Spencer Fane & Grimshaw Partner Paul Hanley represented AtLast in the transaction.

Board Leadership and Community Service

Paul Hanley has a cumulative total of over 50 years of board and community leadership service. Paul has been publicly elected to governmental boards seven times. He has over eight years of active experience on audit committees of organizations with over $500 million in assets.

Mergers and Acquisitions

Paul Hanley, along with other corporate attorneys at Spencer Fane, represents clients in all types of acquisition and sale transactions including purchases or sales of assets or stock, mergers, tax-free reorganizations, and leveraged buyouts. Paul also handles recapitalizations and restructurings, including spin-offs, divestitures, and other techniques for maximizing value. Paul often assists clients in non-brokered strategic acquisitions.

Private Equity and Debt Finance

Private equity capital, venture capital, and private placements from angel and other accredited investors are important sources of capital.

Family Limited Partnerships

Family limited partnerships (sometimes called FLPs) are limited partnerships that are principally used to transfer wealth among members of the same family. They are completely legal and are used to reduce the level of taxation, but they may not be used to evade taxes. Family limited partnerships have several benefits.

Publications

April 1, 2013 UCC Article 9 Amendments Colorado Executive Summary Outline
This is an executive summary outline of the changes to Article 9 of the UCC.

 

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