I am a corporate transactions attorney, counseling management and owners of middle-market companies in the life-cycle events of their businesses and operational matters.   In some cases, that takes the form of ongoing strategic advice as outside general counsel, and frequently I am brought in as a specialist when there is a complex transaction, most often the sale of the business.  I particularly enjoy designing and negotiating deals that safely reward the efforts of the owners while minimizing taxes and unexpected liabilities.  

My undergraduate degree is from Vanderbilt University, and after Emory Law School, where I was Articles  Editor of the Emory Law Journal, I spent the majority of my career at Schnader and a predecessor firm, Mesirov Gelman.  I started my boutique firm in 2014.

I have the highest peer rating, “AV Preeminent,” for ethical standards and professional ability.   My full bio is posted on Linkedin: 

 
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Working in a small firm allows me to focus on select transactions with the intensity they require.  Regardless of size, major transactions are intensely personal to the owners.  Negotiating and documenting a deal is usually an exhausting and emotional few weeks to a few months.   Honoring and empathizing with the emotional toll on the individuals requires personal attention and often a sense of humor.   

I operate in much the same way I did in a large law firm.  Since each deal is different, I assemble the right team to fit its specific needs, judiciously using tax and other specialists when needed.  It works because I am fully engaged with each client, delving into the business in order to protect the owners from surprises after the deal closes.  I embrace contemporary technology to save time and make communication easy and efficient.      

Practicing in a boutique eliminates much of the overhead of a large firm, giving me the flexibility to make fee arrangements that suit clients' specific circumstances.  I am not burdened with large firm overhead; I don’t have extensive staff, prime office space, or pay partner tribute, so my billing rate is half of my big-firm rate. I offer the same sophistication and experience without the overhead.      

 

 

ACQUISITIONS, MERGERS, and DIVESTITURES

  • Purchase and sale of companies and divisions          
  • Spin-offs
  • Private equity
  • Acquisition financing
  • Due diligence

 

COMMERCIAL AGREEMENTS

  • Supply and distribution agreements
  • Strategic alliances and partnering
  • Manufacturing agreements
  • Requirements agreements
  • Licensing agreements
  • Equipment leases
  • Real estate leases
  • Management agreements
  • Employment agreements
  • Consulting and independent contractor agreements

 

BUSINESS COMBINATIONS and JOINT VENTURES

  • Investment agreements
  • Joint venture agreements
  • Shareholders agreements
  • Operating agreements
  • Limited partnership agreements
  • Alliances and partnering

 

FINANCE AND BANKING

  • Asset-based and real-estate-secured credits
  • Equipment leasing and leveraged leasing
  • Mezzanine and subordinated loans
  • Letters of credit
  • Personal and corporate guaranties
  • Bond financing
  • Purchase and sale of debt portfolios
  • Inter-creditor arrangements
  • Workouts of non-performing credits and sales of distressed debt
  • Factoring accounts receivable 

 

BUSINESS PLANNING and COUNSELING

  • Entity choice and formation
  • Debt and equity financing
  • Relationships with banks, suppliers, and customers
  • Executive employment agreements
  • Technology transfer and licensing
  • Generational transfer of ownership
  • Real and phantom equity incentives
     

    Greenfield Law Firm, PLLC           

    Philadelphia, PA

     610-717-6413         jeff@greenfieldfirm.net