G. Kirk Domescik
Partner
Duane Morris LLP
1075 Peachtree Street NE, Suite 2000
Atlanta, GA 30309-3929
USA
Phone: +1 404 253 6978
Fax: +1 404 393 1031
Email: KDomescik@duanemorris.com

G. Kirk Domescik is the managing partner of the firm's Atlanta office. He concentrates his practice in the areas of healthcare and corporate law, with particular emphasis on mergers and acquisitions, private equity, company organization and governance, including preparation of operating agreements and shareholder agreements, general corporate counseling and other transactional matters. Mr. Domescik has particular experience in drafting and negotiating licensing, management, distribution, supply and employment agreements and in representing inception-stage companies in obtaining venture capital funding using a variety of financing alternatives. He also frequently advises privately-held companies on corporate governance matters. He has participated in the preparation of initial public offerings and various other securities filings.

Mr. Domescik also has substantial experience in advising physician practice groups and other healthcare providers on operational issues affecting their businesses and a variety of healthcare transactional and regulatory matters. He has particular experience in the acquisition and divestiture of assisted living facilities and skilled nursing facilities and related financing arrangements. Mr. Domescik frequently advises healthcare providers on the impact of the Stark law and fraud and abuse laws, contracting issues and their relationships with payors and regulators.

Mr. Domescik is a member of the American Bar Association, the American Health Lawyers Association and the Atlanta Bar Association. He is a 1994 cum laude graduate of the University of Georgia School of Law and a graduate of Duke University.

Areas of Practice

• Corporate and Business Law
  - Mergers and Acquisitions
  - Joint Ventures
  - Private Equity/Venture Capital
  - Businesses/Entrepreneurs
  - Services for Private Companies
  - Corporate Governance
• Healthcare Law
  - Mergers and Acquisitions
  - Physician Group Practices
  - Hospital-Physician Relationships and Joint Ventures
  - Medicare/Medicaid Fraud and Abuse and Stark Laws

Representative Matters

• Represented real estate investment group in the acquisition of two assisted living facilities located in Georgia, for aggregate consideration of more than $8,000,000, including the assumption of existing bond indebtedness on one of the facilities (2012-2013).
• Represented developer of solar energy systems in the development and construction of two photovoltaic solar power plants with generating capacity of 200 kilowatts each in Georgia, including the negotiation of a solar site lease for the construction of the solar power plants. Such transaction included the preparation of all relevant documents for the offering of securities of the entity that owns and operates the solar power plants (2011-2012).
• Represented cardiology group consisting of interventional and non-interventional cardiologists in the sale of substantially all of its assets to a nonprofit health system located in Dallas, Texas (2011-2012).
• Represented international security company in the sale of the equity interests of its subsidiary providing tracking and status monitoring of offenders through electronic technologies throughout the United States. Such transaction also included the divestiture of the assets of a related Canadian subsidiary (2011-2012).
• Closed on behalf of Global Management Technologies Corporation (GMT), a workforce-management software company, the sale of its stock to a subsidiary of Verint Systems, Inc. (NASDAQ:VRNT) for an undisclosed sum.
• Represented cardiology group consisting of more than thirty cardiovascular surgeons and interventional and noninterventional cardiologists in the sale of substantially all of its assets to a nonprofit health system, including the negotiation of the physicians' employment agreements with the health system (2010).
• Represented commercial furniture rental and event-planning company in its acquisition of certain assets of a furniture design and manufacturing company as part of a 363 sale of assets pursuant to seller's bankruptcy proceeding (2010).
• Represented international security company in its acquisition of substantially all of the assets of a company providing residential treatment program for youth in the state of Florida (2009).
• Represented international security company in a reorganization transaction involving certain of its U.S. subsidiaries pursuant to Section 368(a) of the Internal Revenue Code, and which included several mergers and other corporate restructuring transactions (2009).
• Represented investment group in the acquisition and development of two restaurant facilities located in Atlanta, Georgia, including assistance with lease negotiations and the structuring of required financing (2007-2009).
• Represented ophthalmology physician practice in the development of an ambulatory surgery center, including obtaining an exemption to the Georgia certificate-of-need laws for construction of such facility (2008-2009).
• Advised large physician group in structuring its operation of various imaging equipment in the context of the Stark Law and other fraud and abuse laws, including the structuring of ownership and employment arrangements for the physicians (2008-2009).
• Represented the subsidiary of a UK-based mobile content and communication services provider in a limited private securities offering, including the preparation of a private placement memorandum and other offering documents (2008).
• Represented international software company in negotiation of master software license agreements of its enterprise workforce optimization software with several major U.S. banking institutions (2007-2009).
• Represented international software company in the sale of its cash forecasting software assets to a publicly traded software company (2008).
• Represented an international temporary and contract staffing company in the sale of the assets of its U.S. subsidiary specializing in utility technical services (2007).
• Represented international security company in the acquisition of the alcohol and other electronic monitoring equipment division of a California-based security company (2007).
• Represented a leading provider of after-market warranty products and services for owned and leased motor vehicles in the sale of a majority equity stake to a global private equity firm for aggregate consideration of in excess of $50 million (2007).
• Represented international security company in the sale of the assets of certain divisions based in the United States involving consideration is excess of $60 million (2006-2007).
• Represented an international temporary and contract staffing company's U.S. subsidiary in the $50 million asset sale of its credit and accounts receivable management services subsidiary to Sterling National Bank. The transaction involved the filing of required notices under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for expedited approval from federal antitrust authorities (2006).
• Represented international manufacturing company in negotiating and restructuring its relationship with its primary distributors based in the United States (2006).
• Represented oncology practice in the formation and operation of a retail pharmacy (2005-2006).
• Represent an international temporary and contract staffing company in several corporate reorganization transactions, including international tax planning and the corporate restructuring of its U.S. subsidiaries (2004-2007).
• Represented owner and operator of assisted living facilities in the acquisition of two South Carolina assisted living facilities, through the acquisition of the loans made to the seller of such facilities involving a loan balance in excess of $8 million (September 2005).
• Represented a provider of energy services in its $10 million Reg D private offering of LLC units to provide seed capital for its power generation project in New York (2005).
• Represented owner and operator of assisted living facilities in an asset and real estate transaction involving acquisition of assisted living facility in Montgomery, Alabama (2004).
• Represented issuer in $12 million public bond financing of the acquisition of a condominium project in Gwinnett County, Georgia (2004).
• Represented investment group in the sale of two Georgia-based assisted living facilities for aggregate consideration in excess of $5 million (2005).
• Represented medical oncology practice group in an asset and real estate transaction involving the acquisition of a radiation oncology center for aggregate consideration of $4.7 million (2004).
• Represented a web analytics company in its $10 million sale to Keynote Systems, Inc (2004).
• Redeemable Preferred and Common Stock financing of Alliance Surgery, Inc. (April 2004). $7 million capitalization of company managing and developing ambulatory surgery centers by venture.
• Represented software developer in the purchase and sale of capital stock of the subsidiary of a publicly traded company that develops educational software. (2003).
• Represented owner and operator of skilled nursing facilities in an asset and real estate transaction involving acquisition of four skilled nursing facilities in Georgia for aggregate consideration of $8 million (2003).
• Represented privately held company managing and developing ambulatory surgery centers in its merger with the subsidiary of a publicly traded company and involving aggregate merger consideration in excess of $30 million (2002).
• Series A and B Convertible Preferred Stock financing of Atricure, Inc. (2001-2002). $25 million capitalization of medical device company by venture funds.
• Series A and B Convertible Preferred Stock financing of Liposonix, Inc. (2001-2002). $5,000,000 capitalization of medical device company by venture funds.
• Series A and B Convertible Preferred Stock financing of Medivance, Inc. (2000-2001). $20 million capitalization of medical device company by venture funds.
• Represented owner of commercial real estate portfolio in an asset and real estate transaction for the sale of 20-story office building in Atlanta, Georgia and involving a purchase price of $75 million (1999-2000).

Professional Activities

• American Bar Association
• State Bar of Georgia
• American Health Lawyers Association
• Volunteer Attorney for Pro Bono Partnership of Atlanta

Admissions

• Georgia

Education

• University of Georgia School of Law, J.D., cum laude, 1994
• Duke University, B.A., 1990

Experience

• Duane Morris LLP
  - Partner, 2005-present
  - Associate, 2003-2004
• Epstein Becker & Green, P.C. (formerly Vincent, Berg, Stalzer & Menendez, P.C.), Atlanta, Georgia
  - Associate, 1997-2003
• Sumner & Anderson, Atlanta, Georgia
  - Associate, 1994-1997

Selected Speaking Engagements

• Speaker, "Key Aspects of the New Georgia Law on Restrictive Covenants," Atlanta Medical Consulting Group program, February 18, 2011
• Speaker, "Confidentiality and Non-solicitation Agreements with Employees," Burnette Insurance Company's Employee Manuals and Policies Workshop, February 4, 2011
• Co-guest lecturer, Venture Capital Structural Matters, Villanova Law School, 2007-2010
• Speaker, "Georgia Medical Records Law," Health Care Compliance Update and HIPAA Privacy Rules: A Roadmap to Understanding Complex Federal Requirements, Atlanta, Georgia, November 7, 2002