Mergers & Acquisitions
Acquisition of Defense Technology Products Company
Represented acquirer of venture-backed defense technology products company in a transaction structured as a reverse merger with a partial tax-free equity rollover. Included private placement of preferred stock.
Sale of Software Solutions Provider to Venture-Backed Roll-up
Represented owner in connection with the sale of all limited liability company interests to a venture-backed aggregator of similar software solutions.
Acquisitions of Auto Parts Distributor Franchisees
Represented acquirer of the franchise rights and business assets used in the operations of specialized auto parts distributors operating in multiple New England states.
Combination of Healthcare Consulting Business with Strategic Buyer
Represented owner of specialized consulting firm in connection with the combination with a similarly situated business to accelerate growth. Included negotiations of an operating agreement setting forth the terms of ownership, governance and buy/sell arrangements.
Sale of Photography Business
Represented owner of a specialty photography business in connection with the sale of all assets and related financing and leasing transactions.
Acquisition of Targeted National Telematics SAAS Company
Represented deal sponsor in connection with a transaction structured as a stock purchase with a partial tax-free equity rollover. Included negotiation of terms of equity financing, creation and negotiation of two special purpose investment LLCs, and negotiation of terms of ongoing advisory agreements.
Acquisition of Consumer Products Division of Biotech Company
Represented deal sponsors in connection with the asset acquisition, including global intellectual property rights for a sports therapeutic nutritional product. Included private placement of preferred and common stock, and negotiation of terms of senior management employment and equity compensation structure.
Sale of Payroll Company
Represented the owners of a leading suburban Boston payroll processing company in connection with the sale of all limited liability company interests, and the negotiation of a commercial office lease.
Acquisition of Health Club
Represented acquirer of a majority of the common stock of a company engaged in operating a specialty health club, and related financing and leasing transactions.
Dental Practice Transitions
Sale of Multi-Location Dental Practice to Private Equity Backed Dental Support Organization (DSO)
Represented multi-location dental practice in connection with the negotiation of the sale of the assets of the practices, the terms of equity ownership rights in the acquiring entity’s holding company, the terms of management and employment agreements, and the terms of dental office leases. Transaction involved a tax advantaged multi-step structure.
Buyout by Minority Owner and Practice Associate
Represented minority owner in connection with the purchase of shares from the majority owner, coupled with the simultaneous purchase by an associate of shares from the majority owner, resulting in a 50/50 ownership structure. Negotiation of an asset purchase agreement, operating agreement, non-competition and non-solicitation agreements, and office lease. Included multi-step tax structuring designed to defer significant tax liabilities.
Split-up of Partnership in Connection with Divorce
Represented a spouse as special counsel to negotiate the terms of the split-up of a dental partnership in connection with the divorce of two of the partners.
Represent dentists in connection with the start-up of de novo practice locations. Typically includes negotiation of office lease, set up of new professional LLC or corporation, and initial governance documents.
Split-Up of Multi-Location Dental Practice
Represented one of multiple owners of a multi-location dental practice in connection with a tax-free reorganization, which enabled client to become the independent owner/operator of one of the locations.
Dentists Forming Joint Venture to Acquire Existing Practice
Represented dentist in connection with the formation of a professional limited liability company with another dentist for the purpose of acquiring the assets and business of an existing dental practice. Creation of an operating agreement setting forth the owners’ agreements regarding practice management and buy/sell arrangements. Negotiation of asset purchase agreement, office lease, and associate employment agreements.
Simultaneous Sale and Purchase of Two Practices
Represented practice group in the simultaneous sale of one practice and the acquisition of another to refocus the geographic distribution of its practice locations. Included negotiation of letters of intent for each transaction, asset purchase agreements, and associate employment agreement.
Represent dentists (sellers and buyers) in connection with the purchase of an ownership stake in dental practices.
Start-Ups, Joint Ventures & Capital Formation
Private Placement by Limited Partnership Formed for International Racing Sponsorship
Represented sponsor group in connection with the formation of, and private placement by, a limited partnership organized to secure global product category sponsorship rights for a motorized racing series.
Real Estate Development Joint Venture
Represented a prominent real estate developer in a joint venture transaction with another prominent real estate developer to jointly raise capital for the development and operation of an approximately 100-unit apartment complex including affordable and market rate units.
Start-up of Specialty Gluten Free Packaged Foods Company
Represented specialty packaged foods manufacturer in connection with creation of an operating agreement, issuance of management equity, and outside general counsel services.
Issuance of Preferred Stock
Represented issuers and investors in connection with the private placement of Preferred Stock with various terms, including rights to convert into common stock, redemption rights, governance restrictions, and other rights.
Issuance of Convertible Notes
Represented issuers and investors in connection with the private placement of Convertible Notes.
Limited Liability Company Operating Agreement for Consumer Products Start-up Company
Represented start-up consumer products company in connection with the issuance of both capital and vesting profits interests, structuring of an operating agreement governing the respective rights of the parties, and creation of a phantom equity plan.
Series A Redeemable Preferred Stock and Common Stock Bundles
Represented software company in connection with the private placement of bundles of preferred stock and common stock.
Lead Investor in Non-Dairy Food and Beverages Company
Represented lead investor in connection with an investment in bundles of preferred and common stock issued by a newly formed non-dairy food and beverages company. Included creation of a special purpose investment vehicle and investment in a qualified opportunity zone fund.
Formation of Corporations (C and S), and Limited Liability Companies
Represented founders in connection with the formation of new corporations and limited liability companies, set-up of initial company structure and documentation, including stockholder agreements, operating agreements, management agreements, and initial template agreements.
Outside General Counsel Services
Review and negotiate a wide range of commercial contracts for clients in a variety of industries.
LLC Operating Agreements, Shareholder Agreements, Partnership Agreements, Buy-Sell Agreements
Represent owners of various forms of entities in connection with the structuring, negotiation and documentation of agreements setting forth the terms of their ownership, governance, transfer rights and buy/sell arrangements.
Phantom Equity Plans
Including preparation of phantom equity plans, and coordination of grants and maintenance of participant lists.
Non-disclosure / Confidentiality Agreements/Assignment of Inventions Agreements
Including preparation and negotiation of commercial one-way and two-way (mutual) non-disclosure agreements (NDAs).
Website Terms and Conditions
Represented companies in connection with the review and updating of their corporate records, frequently in preparation for a sale or investment round.
Negotiate and document commercial office lease arrangements.
Equity Incentive Plans
Including preparation of equity incentive plans (stock options and/or restricted stock plans), and coordination of grants and maintenance of record holder lists.
Employment Agreements, Consulting Agreements, and Restrictive Covenant Agreements
Including preparation and negotiation of applicable documentation for employers, employees, independent contractors, and consultants.
Represent clients in the preparation and negotiation of term sheets for a variety of transactions including asset purchases, equity investments, and commercial leases.
Including stockholder and director meetings / consents, stock record maintenance, periodic state filings, and maintenance of corporate record books.
Coordination with Specialists
Assist clients with coordination of specialty legal and other professional services (such as for tax, environmental, patent, trademark, and copyright matters).