PRACTICE GROUP DIRECTOR
Business and Finance Law
We represent private and public companies on legal matters arising from the formation, staffing, operation, financing, and sale or other disposition of their business. We are focused on providing services in areas where we have special expertise or can be more cost effective and responsive than the “mega firms” that focus their practice on public company securities work. We also represent banks and other financial services firms in connection with their financing of business activities, and we work in all areas of commercial real estate.
To see a list of some of our recent business and finance client engagements, please click here.
We have deep experience in the following business law areas:
- Business Formation and Choice of Entity
- Business Acquisitions, Mergers and Joint Ventures
- Commercial Finance
- Commercial Real Estate
- Contracts and General Business Advice
- Employment Law
- Intellectual Property
- International Transactions and Product Distribution
- Private Placements
- Public Finance and Tax-Exempt Financing
- Science and Technology
- Violations of Antitrust Law
- Workouts and Bankruptcy
Business Formation, Operations and Transactions
Our approach is practical and focused on becoming a valued member of our clients’ leadership teams and delivering value to support their business goals.
- Mergers. We represented a publicly-held bank in a merger with another financial institution, including negotiation of merger agreement, advice to board on fiduciary responsibilities, tax planning and preparation of proxy statements for shareholder approval.
- Acquisitions. We represented the successful acquirer of the largest New Hampshire electric utility, including drafting merger, financing and transaction documents, obtaining legislative authorization, obtaining required regulatory approvals, tax planning and opinions in connection with all financing transactions.
- Business Alliances. We represented a consortium of Massachusetts farmers in purchasing a $25,000,000 sales food processing company so as to assure a continued customer for their products, including negotiation of all transaction documents, assumption of favorable tax exempt financing and many ancillary documents.
- Growth, Venture Capital and Exit Transactions. We represented an electronics company from formation, through three rounds of venture capital financing, through work-out with bank and near bankruptcy through ultimate success with $30,000,000 of sales and acquisition by a publicly-traded company.
- Transactions. We represented the buyer or seller in over 30 Massachusetts business acquisition transactions in a wide variety of industries such as electronics companies, restaurants, health care firms, veterinarian clinics and many others.
Commercial Finance and Real Estate Transactions
We handle commercial loans for our borrower and lender clients in a wide range of transactions and industries.
- Multi-Facility Secured Financings. We represented one of the nation’s leading providers of capital to the renewable energy industry, including serving as lender’s counsel on a first-of-its-kind secured transaction resulting in the creation of a $60 million fund for the installation of 10 MW of photovoltaic production facilities across the country.
- Creditor's Rights. We represented a creditor in securing payment of debt from another company by taking security interests in fiber optic cables installed in the ground in Washington, D.C. and resulting in payment to our client upon the recent sale of the installed cable.
Representing the lender that provided financing for the creation of landfill gas pipelines.
- Equipment Leasing. Representing an equipment lessor in connection with purchase, financing and lease back of 18-passenger airplane.
- Industrial Park Development. We represented the owner of an industrial park in Somerville, Massachusetts, in a complex refinancing with a national lender that was entering the Massachusetts market for the first time. The mechanics of this transaction were used as a model by that bank for later transactions in the state.
- Construction Finance. Representing developers of condominiums in Leominster and Wayland, Massachusetts, including condominium documents, site-work financing and construction financing.
- Environmental Redevelopments. Advising a large electric utility in its efforts to redevelop an abandoned former steam plant in the old mill district of Manchester, New Hampshire, including work on a redevelopment plan that addressed environmental challenges and qualified for historic tax credits.
We have extensive experience in tax-exempt and taxable financing transactions through public issuers. We are listed in the “Red Book” and are members of the National Association of Bond Lawyers.
- Public Authority Counsel. In 1993, we assisted in the drafting and enactment of legislation that revitalized the New Hampshire Business Finance Authority, and then developing and implementing the Authority’s new business credit enhancement programs as counsel to the BFA. We represent the BFA with respect to these programs under which the BFA has extended over $100 million in credit enhancements to over 500 New Hampshire businesses with over 7,000 employees.
- Bond Counsel. We represent the BFA as bond counsel, and have served as bond or purchaser counsel on approximately 100 industrial development bond issues aggregating over $300 million.
- Tax-Exempt Trustee Counsel. We have served as trustee counsel on over 100 tax-exempt bond issues aggregating approximately $2 billion for projects in Vermont, New Hampshire, Maine, and Massachusetts.
- Underwriter's Counsel. We have served as underwriter counsel on over  State of New Hampshire General Obligation Bond issues.
The globalization of commerce has resulted in more international transactions for both our publicly-traded and privately-held business clients. Our attorneys have represented clients in matters involving Belgium, Canada, China, Czech Republic, England, Finland, Germany, Ireland, Isle of Man, Italy, Morocco, India, Mongolia, Norway, Russia, Scotland, Singapore, Spain, Switzerland, Turkey and the United Kingdom.
- Manufacturing Joint Venture. As one example, we represented a U.S. publicly-traded company in negotiating a joint venture with a German company to establish a new manufacturing operation in the Czech Republic. This transaction included a agreements providing for cross-licensing of intellectual property used in the manufacturing process, with exclusive manufacturing supply agreements.
Private Placements and Securities Law
We provide investment and securities counsel to a very wide range of business, ranging from start-up companies to large institutional investors. We are particularly experienced in the preparation and handling of “Regulation D” offerings, as well as the associated state “Blue Sky” filings for these offerings. We also provide institutional investment advice to financial institutions, including negotiation of privately placed investments, as well as legal and regulatory work relating to what investments will constitute “admitted assets” for financial institutions.
Science and Technology
Science and technology are crucial aspects of modern business. A skill in understanding technical matters is necessary for effective legal work in business planning, financing, contract negotiation, and transactions as well as the better known area of intellectual property. Gil Whittemore is currently the Vice-Chair of American Bar Association’s Section of Science and Technology Law. He has a Ph.D. in History of Science, teaching experience at Harvard and MIT, and service in the public sector as a Senior Policy Advisor on the Advisory Committee on Human Radiation Experiments under President Clinton.
- Scientific Misconduct Investigations. Recently, we have served as counsel in connection with an investigation and administrative proceeding regarding scientific misconduct allegations against a university professor, and we have provided advice regarding an animal cloning contract.