John Frederick Karch

John Frederick Karch

Partner/International Corporate Transaction Practice Group
Location:
Newport Beach, California
Phone:
866-970-0186 (Toll Free)
Fax:
949-833-2281
Email:

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; 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 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 small business structures and multinational entities with their business transactions related to private and public securities offerings, intellectual property, trade secrets, and unfair competition.

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.

Mr. Karch's Notable Clients:
  • Represented 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 nondisclosure 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' investments and purchases.
  • 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.

Mr. Karch has published many articles pertaining to business and corporate law.  His recent article, "Top 10 Questions Every EB-5 Investor Should Ask,"published on Oct. 14 was the #1 Most Popular Article on Inside Counsel Magazine.

Areas of Practice

  • Business Organization & Transaction
  • Business Formation and Organization
  • International Law
  • Intellectual Property Transactions & Business Licensing

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

  • University of San Diego School of Law, San Diego, California
    • L.L.M.
    • Major: Tax
  • University of Southern California Law School, Los Angeles, California
    • J.D.
  • Harvard Business School
    • M.B.A.
    • Major: Finance
  • Princeton University
    • B.S.E.

Published Works

  • Top 10 questions every EB-5 investor should ask, Inside Counsel Magazine, October 14, 2015
  • Understanding FBAR and FATCA: What anyone with a foreign account should know, Inside Counsel Magazine, August 26, 2015
  • International Commercial Law and 6 Keys to Success in China , Inside Counsel Magazine, July 24, 2014
  • Due diligence and common sense with an EB-5 investment: Successfully petitioning for an EB-5 visa (Part Six) , Inside Counsel Magazine, Jan. 8, 2014
  • A cup of 'TEA' can save you $500,000: Successfully petitioning for an EB-5 visa (Part Five) , Inside Counsel Magazine, Dec. 18, 2013
  • Deciding between a standard EB-5 investment and investing in a Regional Center: Successfully petitioning for an EB-5 visa (Part Four), Inside Counsel Magazine, Dec. 4, 2013
  • There is more to 'job creation' than meets the eye: Successfully petitioning for an EB-5 visa (Part Three), Inside Counsel Magazine, Nov. 20, 2013
  • Taking a 'calculated' risk: Successfully petitioning for an EB-5 visa (Part Two), Inside Counsel, Nov. 6, 2013
  • Getting an EB-5 visa is more than simply writing a check: Successfully petitioning for an EB-5 visa (Part One), Inside Counsel Magazine, Oct. 23, 2013
  • International Business Roundtable Discussion, Orange County Business Journal, Aug. 19, 2013
  • The Business of Doing Business in China, Orange County Lawyer, September, 2013
  • Taxation of Patents and Patent Rights, Orange County Lawyer, July, 2013
  • A Strategy for Chinese Investment in America, Orange County Lawyer, September, 2013
  • A Primer for Chinese Investment in America; Pick the Low-Hanging Fruit, Orange County Lawyer, October/November, 2013
  • 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), Orange County Business Journal, published for the WMA Reporter Financial Planning, Managing Your Business, and the Orange County Business Journal, 2012
  • Crisis Management of Your Business, Orange County Business Journal, published for the WMA Reporter Financial Planning, Managing Your Business, and the Orange County Business Journal, 2012

Representative 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 nondisclosure 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 hightech 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.

Classes/Seminars

  • Lecturer, Business and Tax

Professional Associations and Memberships

  • State Bar of California, Business, Antitrust & Trade Regulations, and Real Property Law Sections, Member
  • American Bar Association, Member
  • Orange County Business Council, Member
  • Harvard Business School Association of Orange County, Member
  • U.S. Marine Corps, Active & Reserve Duty
  • U.S. Marine Corps, Reserve Duty
  • ANGLICO, Special Operations Officer

Past Employment Positions

  • Berger Kahn, LLP