Business & Corporate

Representative Matters

General Transactions

• Negotiated a first-of-its-kind AI-driven data mining agreement for sovereign debt recovery, creating a bespoke commercial framework with no prior market precedent.
• Advised a corporation formed to hold rollover equity in a multi-stage sale of a business exceeding $400 million, resolving tax and structural issues arising from unequal rollover participation among former shareholders.
• Represented the sole shareholder of a transportation and logistics company in its $92.5 million sale to private equity, including an F-reorganization and rollover equity structure to achieve tax-efficient liquidity.
• Represented a purchaser of a small business in a $500,000 acquisition, resolving a fraudulent SBA loan and lien discovered during due diligence by submitting a Freedom of Information Act request, coordinating with law enforcement and the SBA, and securing release of the lien to allow the transaction to close.
• Represented the seller of a national HVAC airflow products manufacturer in a $75.5 million sale, coordinating transaction, environmental, and real estate leasing components.
• Represented a manufacturer in the $75 million acquisition of a competitor with six operating locations, addressing operational, real estate, and integration issues.
• Represented a consumer products company in a $75 million sale to a private equity firm, structuring the transaction to maximize value and manage post-closing risk.  
• Advised a sign manufacturing business in its $115 million sale to a private equity buyer, navigating diligence, deal structure, and closing risk.
• Advised a mid-sized CPA firm in its merger with a larger regional accounting firm, negotiating partner compensation, employment, insurance, and real estate matters.
• Represented a division of a global packaging company in its $35 million acquisition of a recycling business.  
• Represented gasoline station owners in the acquisition of approximately two dozen locations statewide, with aggregate transaction values of $25–40 million.  
• Represented a global industrial packaging firm in its acquisition of a major manufacturer and supplier of fiber drum technologies for the agricultural and chemical markets.
• Advised an industrial company in a $22 million acquisition, managing diligence, financing, and closing.  
• Represented the seller of an analytical laboratory services company in a $15.3 million sale, including environmental compliance diligence and negotiation of a post-closing real estate lease.  
• Represented the seller of a specialty distribution company in a $10.3 million stock sale, addressing cross-cultural and language complexities tied to exclusive international supply relationships.  
• Represented one of New Jersey’s largest family-owned industrial production and supply chain companies in connection with warehouse expansion and business relocations from Rahway/Linden to Cranbury, as well as asset acquisitions in Vermont and Long Island, and related financing and refinancing transactions.
• Represented a fast-growing, multi-million-dollar international e-cigarette liquid manufacturer and distributor in connection with operating agreements, employment matters, and tax planning.
• Served as New Jersey counsel to Am Law 100 firms on public debt offerings ranging from $200–$350 million, including SEC-registered bond offerings.
• Acted as New Jersey counsel in a hostile takeover involving two NYSE-listed companies, advising alongside Am Law 100 lead counsel.  
• Representing affiliated roadway safety, traffic control, and manufacturing businesses in connection with the $90 million sale of three operating companies to a private equity sponsor, including transaction structuring, due diligence, and regulatory matters.

Healthcare

• Representing a healthcare provider in the $2.5 million sale of a radiology and imaging center, including negotiation of transaction documents and coordination of Department of Health approval for transfer of an ambulatory care facility license.  
• Serving as outside general counsel to a large orthopedic surgical practice, advising on healthcare compliance, employment, corporate, and payor disputes, and securing regulatory relief that corrected systemic claims-processing errors and restored practice cash flow.  
• Representing a healthcare system in drafting and negotiating a uniform exclusive radiology services agreement implemented across multiple hospitals, standardizing contractual terms and negotiating arrangements with regional radiology groups.
• Represented a medical device company in its $50+ million sale to a Johnson & Johnson subsidiary, managing regulatory, diligence, and closing considerations.
• Negotiated a time-critical international sublicense agreement for a biotech company, completing a complex, multi-jurisdictional transaction involving India and Switzerland within a two-week financing deadline.
• Represented an endoscopy practice in its $7.5 million acquisition by a major hospital system, addressing healthcare regulatory and transactional issues.
• Represented a private investment fund in a CPA firm’s acquisition of a medical coding company, navigating complex cross-border regulatory requirements involving India-based ownership.  
• Advised a private equity client in the acquisition and subsequent exit from an urgent care practice, successfully extracting the client near its original investment with full indemnification after operational failures.  
• Advised a medical electronic billing company in its $22 million sale (plus earn-out) to a national healthcare services provider.
• Represented the general partner of a closely held company in resolving a complex internal dispute through a negotiated settlement involving the $4 million sale of the company’s sole asset, a rehabilitation and nursing facility, avoiding protracted litigation.
• Advised an anesthesiology practice on corporate reorganization, partner buyouts, employment agreements, member disputes, and ongoing general corporate matters.
• Represented a dental practice owner in evaluating competing bids and completing the $1 million sale of a long-established practice, including lease negotiations, purchase options, and seller financing.  

Food & Beverage

• Represented the seller of a specialty food distributor in a $100+ million equity sale, including negotiation of post-closing licensing arrangements to preserve trademark value.
• Represented a regional restaurant cooperative with more than 2,000 franchise members across 13 states in a multi-party merger creating a unified distribution entity east of the Mississippi River.
• Represented the seller of a leading barware and wine accessories company in a $69.5 million asset sale, optimizing tax and transaction structure.
• Advised an Italian food distribution company in its $60 million sale to a national distributor, positioning the business for strategic acquisition.
• Represented a bulk food ingredient supplier in a $15 million asset sale, including lease negotiations, earn-out provisions, and a complex tax-driven F reorganization.
• Represented a client in the $11 million acquisition of three supermarkets in Essex County.  
• Advised the seller of a dairy business in a $15 million sale to Dean Foods, managing transaction execution and closing.
• Represented a leading quick-service restaurant franchisee in the New Jersey/New York metropolitan area in connection with its ongoing acquisition and roll-up of multiple store locations in transactions totaling approximately $20 million.
• Represented restaurant groups and commercial property owners in complex liquor license matters, including corporate restructurings, minority investments, regulatory filings, and transfers of plenary retail consumption and distribution licenses for hospitality developments valued at up to $15 million.
• Represented the seller of a regional commercial baking equipment distributor and service provider in a $7.5 million equity sale with post-closing earn-out, retained equity, recapitalization, and related tax planning.
• Represented buyers and sellers of Class C and Class D liquor licenses and real estate developers in connection with license transfers and placement within shopping center developments.  

Real Estate/Development

• Representing New Jersey’s first “homegrown” film and television production company in connection with a $1 billion multi-year film and television studio development in New Jersey, serving as general corporate counsel for entity formation, financings, redevelopment and energy coordination, contract negotiations, and applications for New Jersey Economic Development Authority tax credit programs, including Aspire tax incentives.
• Representing a family-owned industrial production and supply chain company and affiliated trusts and estate in connection with a proposed $32 million sale and leaseback of a 160,000 square foot warehouse, construction of a 90,000 square foot flex facility, zoning and land use approvals, ISRA compliance, tax planning, and corporate reorganizations.
• Represented a New Jersey commercial lender in a complex financing restructuring involving the New Jersey Economic Development Authority and the IRS, addressing industrial revenue bond compliance issues.  
• Advised a financial investor in negotiating a $4 million operating agreement for a registered real estate development, structuring governance and economic rights among the investor, property manager, and construction manager.
• Structured an offshore affiliate in the Turks and Caicos for a home improvement company to manage insurance claims, delivering substantial cost savings through cross-border risk restructuring.
• Advising the sole shareholder of a real estate title company in a $3+ million sale to a major New Jersey brokerage firm, navigating earn-out, tax, and personal planning issues.  
• Negotiated a joint venture with a title insurance company enabling a real estate developer to enter the title business, expanding the client’s vertically integrated service offerings.
• Represented the seller of a New Jersey-based contracting company in a $6 million stock sale, resolving atypical working capital and bonding issues critical to construction industry transactions.  
• Represented a privately held real estate company and family trust in the negotiation and sale of a commercial/industrial office building, valued at more than $3 million, housing over 40 commercial tenants. 
• Represented a real estate development principal in analyzing ownership structures and advising on Corporate Transparency Act compliance for approximately 75 affiliated entities, including beneficial ownership reporting and related corporate governance matters.
• Represented a buyer in the $1.2 million acquisition of a daycare center and related commercial property, structuring a multi-entity transaction involving SBA financing.  

Non-Profit

• Representing a nonprofit foundation in the formation and tax-exempt qualification of affiliated 501(c)(4) and 501(c)(3) organizations, structuring governance and compliance to support nationwide advocacy, educational programming, and charitable fundraising initiatives.
• Representing a global 501(c)(3) organization dedicated to the advancement of zero-emission vehicle and infrastructure technology in evidentiary proceedings before the NJBPU, advocating for policies supporting electrification of commercial and heavy-duty vehicle transportation and related incentive programs.

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