Business and Finance
We represent private and public companies on legal matters arising from the formation, staffing, operation, financing, and sale or other disposition of their business.
Business, Finance and Real Estate

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. We seek to establish long term relationships with our clients and also handle complex transactional work.

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
  • Emerging Growth Companies, Technology and Science
  • Employment Law
  • Intellectual Property
  • International Transactions and Product Distribution
  • Private Placements
  • Public Finance and Tax-Exempt Financing
  • 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 50 Massachusetts and New Hampshire business acquisition transactions in a wide variety of industries such as electronics companies, restaurants, health care firms, veterinarian clinics and many others. We represented a petroleum company in connection with its $20,000,000 sale, of Texas producing assets as part of a plan of liquidation.

 

Commercial Financial & Real Estate Transactions

We handle commercial loans for our borrower and lender clients in a wide range of transactions and industries. We also handle all aspects of acquiring, developing, financing, leasing and sale of real estate in New Hampshire and Massachusetts. We are title agent for a major national title company.

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 and Boston, 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.

Emerging Growth Companies, Technology and Science

Today’s technology and emerging growth companies must get a lot of things “right” to achieve success.  Making the right legal decisions at the beginning and implementing them correctly are critical to avoiding costly mistakes and ensuring your company is properly structured for future growth.

RYP is unique for small firm, setting itself apart with expertise in specialized areas of law that technology companies frequently encounter.  During formation, our corporate and tax attorneys work with clients to develop the desired structure and balance among the founders while preserving flexibility for growth.  Employee equity incentive plans may need to be implemented; licensing, sales and services agreements must be developed and negotiated; and capital raising must be accomplished.  These areas of law require high degrees of specialty, skill, and attention to detail.  Our regulatory specialists provide industry-specific assistance in areas including financing services, labor and employment, energy, health care and privacy laws.  Finally, if your business is sold or merged, our attorneys have the skill, experience and depth needed to successfully conclude a transaction.

Attorney Michael Kasten represents clients regularly in licensing, support and maintenance, joint development, and other third party agreements involving software intellectual property rights.  He has 20 years of experience representing High Tech companies ranging from start-up to medium size companies.  He has represented clients offering software in the CRM, financial services, health care, hospitality, and other industries.

Adam Varley, Steve Lauwers, Paul Burkett, Oliver Stalter and Gil Whittemore also have substantial experience in representing Technology and Emerging Growth Companies.  Gil Whittemore has served as Chairman of the American Bar Association’s Section of Science and Technology Law.

Public Finance

We have extensive experience in tax-exempt and taxable financing transactions through public issuers.

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 have also represented the BFA in connection with New Market Tax credit finance, 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 20 State of New Hampshire General Obligation Bond issues.

International Business

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 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.