Experience

M&A

• Led a deal team that represented a family-owned, Triangle-based landscape supply company in its all-assets sale to the nation’s leading landscape supply company.
• Represented an international distributor of ingredients in the sale of all of its equity to a strategic purchaser.
• Advised a private equity investor in a series of acquisitions of controlling interests of fall safety and protection equipment manufacturers in transactions that included debt financing, pre-closing fundraising and roll-over equity components.
• Represented a private equity firm in its acquisition of a western United States-based water drilling company while resolving complex regulatory and licensure issues.
• Represented the sellers of a prominent North Carolina general contractor. 
• Assisted a cloud-based technology company in its acquisition of a residential access-control software developer in exchange for cash and stock.
• Represented a factoring finance company in a sale of substantially all of its assets.
• Represented the founder of a Service-Disabled Veteran-Owned Small Business in the sale of all of their membership interest and a related post-closing sales representative agreement.
• Advised a mobile phone and accessory retailer in its acquisition of a competitor with dozens of retail stores across multiple states.

Outside General Counsel

• Represented insurance companies and insurance regulators in a global workout involving the restructuring of more than $2 Billion of affiliate investment exposure and a global corporate reorganization to modify the management of the affiliate debtors for the benefit of creditors.
• Advised insurance companies in receivership on a broad spectrum of general corporate, finance and regulatory matters, including the management and enforcement of complex credit facilities, the development and implementation of a strategy for the exit from risky investments, the negotiation of third-party administration agreements, and the provision of corporate and transactional support to litigation counsel.
• Led a large and complex corporate reorganization of an S&P 500 company, including the use of Texas and Delaware divisional merger statutes, to compartmentalize assets and liabilities following a large acquisition and to allocate a $1 Billion tax asset.
• Advised a start-up pharmacy on its successful resolution of regulatory compliance issues that it inherited from prior ownership and management.
• Helped a start-up mobile vision company develop a business model for participation in clinical trials and assisted the implementation of such strategy by negotiating master services agreements with pharmaceutical and CRO customers and vendor contracts and by leading the 50-state regulatory research project with respect to the model.
• Represented the founders of a North Carolina-based ambulatory surgery center in the organization of the company and the initial investment by minority members while navigating complex regulatory-compliance issues.

Commercial Contracts

• Represented a technology company in the drafting and negotiation of a total managed services contract with a potential contract value in excess of $10 Million.
• Assisted a semiconductor developer in the enhancement of their production capacity by negotiating a series of international contract manufacturing agreements.
• Negotiated dozens of clinical trial agreements for some of the largest private medical practices in North Carolina and Virginia.
• Advised an S&P 100 company in the negotiation of a professional services agreement to engage a consultant for product-design services with a potential contract value north of $1 million.
• Reviewed and negotiated hundreds of SaaS subscription agreements on behalf of the procurement departments of several public companies.
• Drafted international distribution agreements for a distributor of high-end products to restaurants, hotels, and other foodservice vendors.