Lawrence H.

Davidson
LAWRENCE H. DAVIDSON
99 SEABOROUGH
NEWPORT BEACH, CA 92660
PHONE: (949) 500-6275
ld6bc684@westpost.net
Summary of qualifications Admitted to the Supreme Court of California, 1973; the
United States District Court, Central District, 1975; the United States Court o
f Appeals, Ninth Circuit, 1983; the United States District Court, Southern Distr
ict, 1983; the United State Tax Court, 1989; and the United States Supreme Court
, 1990;
* Practice in litigation role emphasized dispute resolution and litigation conce
rning real estate, mechanics liens, employment, major torts, real estate entitle
ment, real estate transactions, collections, unfair business practices, business
disputes, antitrust aspects of accommodating major business transactions in mot
ion picture exhibition, commercial landlord-tenant issues, development condition
s, commercial law and related litigation. Practice in the In-house corporate ac
tivities focused on litigation management, commercial real estate law, including
acquisition, financing, development and management of major entertainment venue
s; negotiation and documentation of commercial leases, entitlements, acquisition
and disposition of real estate assets;
* Corporate Management Activities including advising management, documenting maj
or business transactions, litigation management, negotiating major business agre
ements, debt restructuring, tax planning, internal corporate procedures, securit
ies, employment law, wage and hours claims, and legal affairs and business devel
opment.
* Professional responsibilities include advising professional business organizat
ions relative to workload and case management solutions.

Education University of Southern California Law School, Los Angeles, CA Do

ctor of Jurisprudence, 1972
Bachelor of Science, Finance, University of Southern California School of Busine
ss, 1968
Professional experience Fidelity National Title Group
* January 20, 2009 Present - Assistant Vice President and Claims Counsel for t
he Fidelity National Title Group, Irvine, California. Practice involved managem
ent and investigation of title insurance claims specializing with claims involvi
ng mechanics liens and fraud.
Private Practice
* January 1, 2006 January 20, 2009 - Private Practice with offices at the Law O
ffices of Lawrence H. Davidson & Garfield L. Logan, San Juan Capistrano, Califor
nia, and 220 Newport Center Drive, Suite 11-537 Newport Beach, California 92660
concentrating on complex business litigation and organizational issues involving
capitalization, litigation prosecution and planning, and implementation of solu
tions to financial problems with corporations and partnerships, and various prof
essional medical corporations and individual clients with high net worth.
* March 12, 2003 to December 31, 2005, GORDON & REES LLP, Senior Counsel, Chair
Real Estate Section, Orange County office.
* July 1, 2000 to March 12, 2003. Sole practitioner concentrating on business or
ganizational issues, litigation, planning, and implementation of solutions to fi
nancial problems with corporations and partnerships, and various professional me
dical corporations and individual clients with high net worth.
* General Counsel. Applied Development Solutions, Inc.
Edwards Theatres Circuit, Inc., Newport Beach, CA
* 1992 to June 30, 2000, General Counsel and Executive Vice President for motion
picture theatre chain operating in California with locations in five Western st
ates and an annual revenue in excess of $230 million and responsible for new med
ia relations for participation with Fandango.com internet ticketing formation in
itiatives.
Layman, Jones & Dye, Irvine, CA
* Senior partner, July 1, 1991 to November, 1992.
* Representative Clients: Edwards Theatres Circuit, Inc.; Carrara Marble Company
of America, Inc.; Kimtruss Corporation; ACI America, Interscope Communications,
The Lusk Companies, and various builder clients.
* Litigation experience included over 100 mechanics lien and stop notice litigat
ion claims, major construction claims, unfair competition, and resistance agains
t claims of trademark and patent infringement presented by prominent NYSE public
ly held entities.
Meserve, Mumper & Hughes, Irvine, CA
* Partner, March, 1986 to June 30, 1991
* Successfully defended the Edwards Theatres Circuit, Inc. against antitrust cla
ims presented in the Central District, 1985 1986.
* Representative Clients included Kimtruss Corporation, ACI America, Edwards The
atres Circuit, Inc., FDIC, Federal Savings & Loan Insurance Corporation, and var
ious realtors, land developers and builders.
Davidson, Rasmussen & Davidson, Newport Beach, CA
* Partner, January 1, 1985 to March, 1986 [firm dissolved, 1987 for merger with
Meserve, supra.]
* Representative clients: Edwards Theatres Circuit, Inc.; Kimtruss Corporation,
ACI America, the CECO Corporation, and various individual clients with substanti
al net worth.
Davidson & Matsen, Newport Beach, CA
* Partner, November, 1978 to December 30, 1984 [firm dissolved, 1984]
* Representative clients included Canyon Lake Property Owners Association; LeBar
on Properties; Kimtruss Corporation; Edwards Theatres Circuit, Inc., and various
professional corporations and individual clients with high net worth.
Davidson & Davidson, Newport Beach, CA
* Partner, July, 1976 to November, 1978 [firm dissolved, 1987 for merger with Me
serve, supra.]
* Representative clients included Fidelity Federal Savings & Loan Association, E
dwards Theatres Circuit, Inc., and Plastic Dress Up Corporation.
Schell & Delamer, Los Angeles, CA
* Associate, October, 1974 to June 30, 1976
* Assigned responsibility on behalf of Texaco Inc. for defending claims of comme
rcial fishermen arising out of the Santa Barbara Oil Spill.
* Assisted prominent medical malpractice specialist with representation of UCLA
Medical Center against major medical malpractice claims.
* Representative Clients for whom work was performed include Texaco, Inc.; The R
egents of the University of California (UCLA Medical Center); Jockey William Sho
emaker, and clients referred from major casualty insurance carriers (i.e. Libert
y Mutual, The Travelers, Hartford, and GEICO).
* Handled numerous trials to verdict including three jury trials.
First Charter Financial Corporation, Beverly Hills, CA
* Southern California Legal Counsel, July, 1973 to October 1974
* Coordinated Administrative Compliance for all branches of the second largest s
avings and loan association in the United States, American Savings and Loan Asso
ciation.
* Managed a portion of litigation arising in the southern section of the State o
f California, reported directly to the Chairman of the Board: S. Mark Taper.
United States Senate, Washington, D.C.
* Senate Intern May, 1969 August, 1969.
* Legislative Assistant, September, 1969 December 1969 for former US Senator Jo
seph D. Tydings, the Senator from Maryland.
Additional professional activities Founder, and Executive Committee member for A
merican Inns of Court, William P. Gray Chapter, Orange County, California, 1990
1999, member to present.
Sustaining Member, Legion Lex, University of Southern California Law School, 197
9 - Present
Professional memberships American Inns of Court Foundation, William P. Grays Inn
, past member of Executive Committee, 1990 2005.
Association of Corporate Counsel America
International Council of Shopping Centers
Past Member National Association of Theatre Owners
Association of Business Trial Lawyers, San Diego
California State Bar Association
* Real Property Law Section
* Business Law Section
* Litigation Section
* Estate Planning & Probate Section
Los Angeles County Bar Association
Orange County Bar Association
* Business Law Section
* Corporate Counsel
* Past Chair of Insurance Law Section
Past Member Association of Southern California Defense Counsel
Past Member American Bar Association, Litigation Section
References on Request Charles V. Berwanger, Esq., Gary Glick, Esq. and Bernard A
. Leckie, Esq.; Martindale-Hubbell Rating: AV [corporate counsel section, copy
attached]
Additional activities Member National Collegiate Athletic Association, Division
I Team Champions (University of Southern California) 1967 & 1968, Mens Varsity T
ennis
Various Open Mens Tennis Singles rankings, Southern California Tennis Associatio
n, USTA and International Tennis Federation 1968 to 2002
National Association of Underwater Instructors, Certified Scuba Diver
Skiing
Golf

Attachment to Resume of Lawrence H. Davidson

Details of significant transactional and litigation experience during prior empl

oyment engagements include:

* Represented the tenant Ken Cranes Magnavox City, Inc. on four commercial lease
assignments located at major regional retail shopping centers in Southern Calif
ornia.
* Representation of medical specialty physicians relative to collection and oper
ational details relative to medical practices.
* Represented purchaser of commercial/office complex in San Diego, California.
* Represented purchaser on acquisition of multi-tenant residential investment re
al property located at Cincinnati, Ohio.
* Represented major apartment REIT during negotiations with Ventura County Flood
Control District and purchaser of major multi-unit apartment complex in Ventura
County that encroached into flood control easement.
* Developed, structured and created reciprocal easement agreements for multiple
ownership parcels conveyed from common ownership to separate ownership entities
of a commercial center in Ventura County.
* Represented the Tenant in negotiations for lease of a build-to-suit medical fa
cility building.
* Represented the Tenants in negotiations and drafting for various commercial of
fice leases and a medical office lease.
* Represented applicant Ethos Environmental, Inc. on trademark application for v
arious diesel fuel additive products.
* Represented the borrower in a loan workout agreement.
* Defended national insurance marketing company and its principal officers again
st class action litigation claiming damages on account of Unfair Competition (B&
P Code section 17200), fraud and defective tax opinions relative to life insura
nce products (four demurrers sustained; class certification denied).
* Defended a marketing and distribution company in the petroleum and environment
al product sector that was sued for Unfair Competition, Trademark Infringement,
and interference with prospective economic advantage by a competitor on account
of exploitation, marketing and distribution of a diesel fuel additive product th
at resulted in settlement during trial after a demand of $9,000,000.00 was reduc
ed to a $45,000.00 contribution paid by my client.
* Defended an internet tobacco retailer domiciled at Florida in an action for Un
fair Competition based upon violations of the Revenue & Taxation Code and the Bu
siness & Professions Code that was prosecuted by the Attorney General of the Sta
te of California who originally demanded $45,000,000.00, and ultimately settled
the action for $450,000.00 after the filing of a motion for summary adjudication
of issues.
* Prosecuted Petition for Writ of Administrative Mandamus for entitlements for a
client project that the City of Newport Beach denied.
* Represented Seller of a multi-million dollar commercial real property on Wilsh
ire Blvd., Santa Monica, California.
* Chaired the Creditors Committee in the Chapter 11 proceedings for Laser Eye Ce
nter.
* Participated in formation of the internet portal for online internet ticket sa
les named Fandango on behalf of Edwards Theatres Circuit, Inc.
Details of significant transactional and litigation experience during employment
with Edwards include:
* Represented the borrower for six major financing facilities including organizi
ng the companys representation for a $250 Million syndicated line of credit with
Bank of America.
* Responsibility for negotiation and preparation of all commercial leases for th
e company from 1987 (as outside counsel) until 2000 (General Counsel from 1992
July, 2000), including, without limitation:
* Six theatre motion picture exhibition venue Sale-Leaseback transactions with R
eal Estate Investment Trusts & Individual Investors, each exceeding $15,000,000.
00 sale price.
* Negotiation, drafting and implementation of over 100 motion picture theatre lo
cation leases.
* Preparation and negotiation and facilitation of over 45 real estate purchase a
nd sale agreements, resulting escrows, local agency compliance, and Section 1031
Tax Deferred Exchanges.
* Negotiation, drafting, and management of all legal aspects of the construction
for over 29 entertainment center construction contracts.
* Negotiating, drafting and managing compliance with over 17 Municipal Entitleme
nt Agreements, Land Use Agreements and Disposition and Development Agreements.
* Negotiation, drafting and resolution of over twenty Commercial Office Building
Leases on behalf of Tenants and Landlords.
* Formation and supervision of corporate housekeeping for over twenty separate b
usiness organizations.
* Representation of the employer on over 18 executive employment agreements.
* Negotiation and implementation of over 38 non-theatre commercial lease agreeme
nts, lease termination agreements, subleases, and amendments to leases.
* Negotiated and drafted over 18 license agreements associated with motion pictu
re exhibition, use of music in public areas, and various special uses of theatre
 venues.
* Developed and negotiated over 15 annual audit letters between 1986 through 200
0.
* Negotiation, drafting and implementation of over 26 miscellaneous film exhibit
ion and marketing contracts.
* Preparation and representation of employer for two Shareholder Agreements and
Enterprise Development Agreements for a consortium of five major national motion
picture exhibition chains establishing a business combination for development o
f internet theatre ticketing and related internet sites and service providers.
* Supervised and participated in negotiations with four labor unions and success
fully resisted union organizational efforts from 1978 2000.
* Managing 6 Labor Disputes and one NLRB Complaint.
* Preparation and negotiation four internet service and automated ticketing agre
ements.
* Managing and litigating 16 breach of contract actions.
* Historically handling 4 major disabled access claims including work on the lan
dmark Marsh v. Edwards Theatres Circuit, Inc. (1974) 64 CA 3d.881.
* Managing and litigating 20 Employment Law actions.
* Leading litigation of 12 lease related disputes arising from landlord-tenant r
elations governed by leases.
* Managing and personally litigating over 87 mechanics lien and stop notice clai
ms during the past eight years.
* Litigating and defending over 13 Claims from miscellaneous trade creditors, ad
ministrative law claims, and municipal corporation entitlement claims.
* Supervising and managing over 104 personal injury and property damage actions
and claims over the past five years. Prior to that time, at least 100 such clai
ms and actions including trial to verdict of ten jury trials of personal injury
claims and settlement of catastrophic damage claims for medical malpractice and
industrial pollution.
* Opposing use of Admission Tax by Municipalities as a revenue source against th
eatres on six separate occasions, and acting as co-counsel on the Edwards et al.
vs. City of Rancho Cucamonga.
* Litigating three Unfair Competition claims.
* Management of over 17 workers compensation claims asserting rights under Labor
Code Section 132.
________________________________________
Lawrence H. Davidson
Applied Development Solutions, Inc. (Legal Department)
537 Newport Center Drive, Suite 537
Newport Beach, California 92660
(Orange Co.)
Telephone: 949-500-6257
Fax: 949-496-3711
Email: ld6bc684@westpost.net
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Lawyers Rating - AV*

Responsibilities: Real Estate Transactions; Business Litigation; Real Estate Lit
igation; Litigation; Corporate Counsel.
Admitted: 1973, California; 1975, U.S. District Court, Central District of Calif
ornia; 1983, U.S. District Court, Southern District of California, U.S. Court of
Appeals, Ninth Circuit; 1990, U.S. Supreme Court.
________________________________________
*The Martindale-Hubbell AV rating indicates very high to preeminent legal abilit
y and very high ethical standards as established by confidential opinions from m
embers of the Bar.