Representative Transactions

Business Transactions

• Represent provisioning software company in its sale to a financial buyer for $22,000,000 cash, with negotiated restructuring of preferences prior to sale to obtain necessary shareholder approval.
• Assist mobile-marketing technology company in its sale to a public company for $10,000,000 in cash and stock, with several rounds of bridge financing pending closing.
• Assist private, venture-backed software company in its acquisition by a public software company for over $60,000,000 cash.
• Advise start-up technology company with a $500,000 convertible debt angel financing.
• Assist marketing services company in $3,000,000 Series A venture capital financing.
• Represent data storage company in a $4,500,000 second round preferred stock financing with one first round investor.
• Assist service management software company to complete a $20,000,000 third round preferred stock financing with one new lead investor and three investors from prior rounds, and contemporaneous recruitment of new CEO.
• Advise public medical device company in the acquisition of the assets of another medical device company for $1,800,000 in cash and stock.
• Assist environmental services firm in negotiation of multi-year consulting, assessment and remediation contract with a major electric power utility.

Technology Transactions

• Advise technology company on arrangements (domestic and international) for the sale of products, including sales representation and distribution arrangements, and OEM and reseller arrangements.
• Assist software company in licensing of enterprise software product to telephone communications carriers.
• Advise developer of web-based healthcare educational system with respect to distribution arrangements through third party resellers.
• Assist technology company with the establishment of a joint venture with a Fortune 100 consumer products company and the license of its technology to the joint venture.
• Represent health care information technology company with the formation of a strategic alliance with and license of its technology to a pharmaceutical company.
• Assist technology company in acquisition of licenses to technologies developed at major university.
• Advise technology company with respect to protection of technology rights under government funded SBIR and CRADA contracts.
• Assist technology company in the negotiation of a joint development arrangement with a Fortune 100 company and the apportionment of resulting technology rights.

Healthcare Transactions

• Assist health care system in the acquisition of two nursing homes and an assisted living facility for approximately $9,000,000 through Seller financing and assumption of debt.
• Represent rehabilitation hospital in sale of its assets and business and negotiation of complicated 99 year ground lease for part of the real estate.
• Advise tax-exempt ambulatory surgery center owned by a hospital in its conversion to a for-profit joint venture between the hospital and approximately 15 physicians, together with associated financing of $1,700,000.
• Assist in the restructuring of specialty clinical services (with approximately $25,000,000 annual revenue) at an academic medical center into a separate physician-controlled for-profit organization, retaining research and teaching responsibilities at the academic medical center.
• Assist in the formation and financing of ambulatory surgery center by surgery center development company, hospital and two physician groups, with aggregate investment of approximately $2,000,000, with transaction structured as physician group practice with associated administrative services company to avoid need for clinic license and determination of need approval.
• Represent health care system in $93,000,000 obligated group tax-exempt bond financing, with establishment of master trust indenture among health system and thirteen of its affiliated organizations to support this transaction and future financings by members of the obligated group.
• Assist major for-profit multi-specialty practice in its conversion to non-profit status and simultaneous affiliation of multiple non-profit groups into integrated system.
• Represent numerous physician group practices in sale of practice assets and negotiation of employment agreements with hospitals.

Real Estate Transactions

• Represent buyers in purchase agreement negotiations, due diligence review, complex ownership formation, financing, and leasing of $25 million plus suburban Boston office complex.
• Negotiate lease on behalf of a large specialty medical practice for anchor space in new medical office building.
• Oversee all legal aspects of an ownership restructuring, new entity formation, property management contracts, financing and "1031 Tax Deferred Exchanges" for four generation family real estate enterprise holding apartments and commercial real estate.
• Advise developer on acquisition, entity formation, land use permitting, title clearance, leasing and financing of approximately $10 million "big box" national retailer project in western Massachusetts.
• Represent institutional lender in multi-million dollar construction and permanent loans to operating shipyard secured by all real and personal property.

Estate Planning

• Established qualified personal residence trusts ("QPRTs") for family vacation homes in Massachusetts and other states which will allow these properties to stay in the families and result in estate tax savings of more than $1 million.
• Advised a family in connection with the sale of an almost 100 year old family business, with particular emphasis on income and estate tax issues and on family members adjusting to suddenly having "real money".
• Worked with several families to establish special needs or supplemental needs trusts for their children with issues such as MS, asperger's syndrome and mental retardation. These trusts will allow the children to remain or become eligible for government assistance programs while still receiving significant economic benefits from the trusts.
• Assisted numerous clients, including physicians, business owners and residential and commercial landlords, in asset/creditor protection strategies, including the use of limited liability companies, generation skipping dynasty trusts and family limited partnerships.

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