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Crescent Moran  Chasteen, Nutter McClennen & Fish LLP Photo

Crescent Moran Chasteen

Of Counsel / Boston

Overview

Crescent Moran Chasteen is Of Counsel in Nutter's Tax Department. She focuses her practice on advising companies, executives and boards on the regulatory complexities of executive compensation and benefits, including tax laws governing deferred compensation, equity compensation, golden parachute arrangements and deduction limitation rules; securities laws including reporting and disclosure requirements, shareholder approval requirements and registration issues; and ERISA. She advises clients regarding tax planning with respect to compliance with Internal Revenue Code Section 409A and the tax rules relating to deferred compensation, limits on the deductibility of executive compensation and all aspects of stock and cash-based plans and arrangements. Crescent also advises on tax-qualified plan issues, including issues relating to 401(k) and 403(b) plans, and represents clients in negotiations with the Internal Revenue Service and the Department of Labor regarding compliance issues under the Internal Revenue Code and ERISA.

Crescent has extensive experience advising public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers and acquisitions, spin-offs, initial public offerings, and restructurings. She frequently counsels both purchasers and sellers in such transactions with respect to the potential impact of “golden parachute” payments (including the excise tax on excess parachute payments), permissible treatment of employee stock options and structure of retention and deal bonus arrangements. In addition, she counsels clients on the U.S. Securities and Exchange Commission (SEC) rules governing executive compensation disclosure, corporate governance matters and periodic reporting requirements, and counsels large public companies and individual senior executives on the adoption, revision and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation.

Crescent is a member of the American Bar Association and the National Association of Stock Plan Professionals.

Crescent has practiced employee benefits and executive compensation law with multinational law firms in Boston and Washington, DC. After law school, she served as a clerk to the Honorable Carolyn P. Chiechi of the U.S. Tax Court. During law school, she served as the lead articles editor and on the executive board of the Western New England Law Review.

Experience

Experience

  • Deep River Snacks

    Nutter advised Deep River Snacks, makers of premium better-for-you snacks based in Connecticut, in its sale to Arca Continental, the second-largest Coca-Cola bottler in Latin America and parent company of Wise Snacks, Bokados, and Inalecsa. Nutter had been long time general counsel to Deep River Snacks, and had advised the company in its ongoing commercial dealings, intellectual property matters, and its venture capital transactions. 

  • Atlas Devices

    Nutter advised Atlas Devices, LLC, a leading developer, manufacturer, and supplier of rapid access solutions, in its recapitalization by Anvil Capital. 

  • First Commons Bank, N.A.

    Nutter advised First Commons Bank, N.A. in its proposed merger with Brookline Bank, a wholly-owned subsidiary of Brookline Bancorp, Inc. (NASDAQ: BRKL). The total value of the transaction is approximately $55.958 million.

  • OSRAM

    Nutter represented OSRAM, one of the world’s leading lighting manufacturers with headquarters in Munich, Germany, in its acquisition of Digital Lumens Inc., a Boston-based company that specializes in industrial Internet of Things (IoT) solutions.

  • Commerce Bancshares Corp.

    Nutter is representing Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its pending merger with Berkshire Hills Bancorp. Inc. (NYSE: BHLB), in an all-stock transaction valued at $209 million.

  • Wincove Private Holdings LP

    Nutter advised Wincove Private Holdings, LP, an investment holding company with offices in Boston and New York, when it led a recapitalization of Aloi Solutions, LLC.

  • Collaborative Consulting, LLC

    Nutter represented Collaborative Consulting, LLC in its acquisition by CGI Group Inc. (NYSE: GIB) (TSX: GIB.A), a leading provider of information technology and business processing services, through its wholly-owned U.S. subsidiary, CGI Technologies and Solutions Inc.

  • LINTEC USA Holding, Inc.

    Nutter advised LINTEC USA Holding, Inc., a wholly owned U.S. subsidiary of Japan-based LINTEC Corporation (TYO: 7966), in its acquisition of VDI, LLC, a functional film manufacturer headquartered in Kentucky.

  • Long Term Solutions, Inc.

    Advised Long Term Solutions, Inc. (LTS), a provider of in-home nursing assessments for the long-term care insurance industry, in its sale to Almost Family, Inc. (NASDAQ: AFAM). Based in Natick, Mass., LTS provides a suite of planning and support services to insurance companies, employers and direct to individuals and families throughout the United States.

  • Bank of New Hampshire

    Acquisition of Community Guaranty Savings Bank

  • Northeast Retirement Services, Inc.,

    Advised Northeast Retirement Services, Inc., a leading provider of plan accounting, transfer agency, fund administration, trust and retirement plan services, in its pending acquisition by Community Bank System, Inc. (NYSE: CBU), a transaction valued at approximately $140 million.

  • Madico, Inc.

    Nutter advised Madico, Inc., one of the world’s leading manufacturers of automotive, solar, safety, and security films, in its acquisition of select assets of ClearPlex Corporation, an established supplier of protection films based in Draper, Utah.

  • McCarthy Capital

    Nutter represented McCarthy Capital, a private equity investment firm, when it led a recapitalization and growth equity investment in Seven10 Storage Software, LLC to further accelerate growth.

  • Clintara

    Sale to strategic acquirer, Bracket Global, LLC

  • Admune Therapeutics LLC

    Sale to Novartis Institutes for BioMedical Research

  • Harvey Building Products, Inc.

    Sale to Dunes Point Capital

  • Lallemand, Inc.

    In March 2016, Lallemand USA, Inc., a US subsidiary of a global yeast manufacturing company, acquired 100% of the equity of USA Yeast Company, LLC, a yeast manufacturing plant and business based in Mississippi, for an undisclosed sum.

  • North Middlesex Savings Bank

    Nutter represents North Middlesex Savings Bank in its pending merger with Marlborough Savings Bank. The combined bank will have assets of close to $1 billion and $95 million in equity and operate a network of 14 branches. 

  • CIRCOR International, Inc.

    Nutter represented CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for markets including oil & gas, power generation and aerospace & defense, when CIRCOR announced that it has signed a definitive agreement to acquire Critical Flow Solutions (CFS) for $210 million. 

  • Bank of New Hampshire

    Nutter advised Bank of New Hampshire and its parent BNH Financial, a mutual holding company, in their pending acquisition of Community Guaranty Corporation and its wholly-owned subsidiary Community Guaranty Savings Bank, a New Hampshire guaranty savings bank. After the merger, the combined entity will have approximately $1.4 billion in assets and 23 branch offices through New Hampshire.

  • Adams Community Bank

    Nutter advised Adams Community Bank, a mutual savings bank based in Adams, Massachusetts, in its acquisition of The Lenox National Bank, a national bank located in Lenox, Massachusetts. The transaction was completed on October 16, 2015. Adams paid approximately $14.3 million in cash for all outstanding shares of Lenox common stock. 

News & Insights

News

Education & Admissions

Education

Georgetown University Law Center, LL.M.

Western New England University School of Law, J.D., cum laude

University of Maine, B.A.

Admissions

  • District of Columbia
  • Maine
  • Massachusetts
  • Michigan

Industry Expertise

Crescent has extensive experience advising public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers and acquisitions, spin-offs, initial public offerings, and restructurings.

Noteworthy

Crescent is a member of the American Bar Association and the National Association of Stock Plan Professionals.

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