I'm a transactional attorney concentrating my practice in corporate, business, commercial lending, and finance law. My practice focuses on negotiating and closing joint ventures, mergers and acquisitions (buyers and sellers), asset dispositions, securities issuances and other capital raises, recapitalizations, restructurings, buyouts and takeouts as well as various types of business and real estate financings (ranging from venture and private equity to asset- and property-backed bank financings).

I prepare and negotiate term sheets, LOIs, purchase (asset and equity) agreements, profit sharing plans, operating agreements, buyer/seller agreements, shareholder agreements, employment agreements, confidentiality/non-disclosure agreements, and private placement memoranda. I have considerable experience preparing private placement memoranda and other offering documents for equity issuances and syndications as well as compliance with federal and state "blue sky" securities laws. I regularly work with franchisors on corporate, structuring, financing and leasing matters as well as reviewing franchise disclosure documents (FDD) and franchise agreements on behalf of potential franchisees.

I represent commercial lenders and borrowers in connection with commercial real estate financings, asset-based financings and lines of credit, project financings, tax credit financings, subordinated and senior debt transactions, convertible/preferred equity structured finance and loan assumptions. I regularly counsel financial institutions and borrowers in the drafting and negotiation of loan documentation including loan agreements, notes, mortgages/deeds, security pledges, guarantees, and subordination agreements.

I also provide outside general counsel to closely held businesses from startups to established companies, as well as non-profit organizations and entities in workout situations. I assist clients with organizational and entity planning, strategic advice, resolution of conflicts among owners, executive employment matters and ongoing corporate counseling.