Joshua Gray is a partner in Nutter’s Corporate and Transactions Department. Clients rely on Josh’s counsel on mergers and acquisitions, private capital finance, technology licensing, intellectual property, employment, equity compensation, corporate governance, and regulatory reporting matters. Clients in a broad range of industries, including consumer goods, software, hardware, biotechnology, pharmaceuticals, medical devices, diagnostics, industrial, and food and beverage, turn to Josh for guidance on a wide variety of transactions.
Notable Experience and Client Impact
Mergers and Acquisitions
Josh is experienced in representing buyers and sellers in domestic and cross-border transactions. He has guided acquirers and targets through auctions, structured earn outs and valuation adjustments, and counseled officers and directors on fiduciary duties in the context of significant corporate transactions. Recent transactions include:
- Representation of Palisade Corporation in its recapitalization by Thompson Street Capital Partners (TSCP)
- Representation of WegoWise, Inc. in the sale of substantially all of its assets to AppFolio, Inc. (NASDAQ: APPF)
- Representation of Shawmut Corporation in its joint venture with the automotive headliner and specialty industrial fabrics business of Glen Raven Technical Fabrics LLC.
- Representation of Epoxy Technology, Inc. in acquisition by Arsenal Capital Partners
- Representation of Harvey Building Products in its sale to Dunes Point Capital after a full auction process
- Representation of Northeast Retirement Services in its $140 million sale to Community Bank System, Inc. (NYSE: CBU) after a full auction process
- Representation of Commerce Bancshares in its $220 million sale to Berkshire Hills Bancorp (NYSE: BHLB)
- Representation of McCarthy Capital in its recapitalization of and growth equity investment in Bamboo Rose
- Representation of Atlas Devices in its recapitalization by Anvil Capital
- Representation of Wincove Private Holdings in its recapitalization of and growth equity investment in Aloi Solutions
- Representation of a privately-held international manufacturing company in a number of strategic acquisitions of complementary, worldwide businesses
- Representation of a privately-held beverage company in its acquisition by a publicly-traded strategic buyer
- Representation of a strategic pharmaceutical industry buyer in its acquisition of an early-stage drug development company with a purchase price in excess of $1 billion, including earn-outs
- Representation of a venture-backed consumer software company in its acquisition by a Fortune 50 strategic buyer
Emerging Company Capital Finance
As a member of Nutter’s Emerging Companies Practice Group, Josh assists early stage clients in formulating strategies to realize their business goals and in building the foundation necessary to secure third party investment. Josh has represented issuers and investors in angel, venture capital and growth capital financings representing an aggregate of over $500 million in investments in emerging growth companies. Josh has also represented emerging growth companies and underwriters in initial public offerings raising an aggregate of over $250 million. Josh continues his professional involvement outside the firm as a member of the Association for Corporate Growth and the Boston Bar Association.
Nutter served as legal counsel to Gravyty, a market-defining provider of fundraiser enablement solutions powered by artificial intelligence, in connection with a $21 million investment from K1 Investment Management, a leading investment firm focusing on high-growth enterprise software companies.
- Strategic Cyber LLC
Nutter advised Strategic Cyber LLC in connection with its acquisition by HelpSystems, a Minnesota-based IT software company.
- McCarthy Capital
Nutter served as legal counsel to McCarthy Capital Fund VI in connection with its partnership with Big Belly Solar, the global leader in smart waste solutions for public spaces, to recapitalize Bigbelly and provide further cash investment to accelerate growth.
- Leader Bank, N.A. and Leader Bancorp, Inc.
Nutter served as sole outside legal counsel to Leader Bank, N.A. and its parent company Leader Bancorp, Inc. in connection with the recent spin-out of ZSuite Technologies.
- Veracross LLC
Represented Veracross LLC, a provider of software and services to independent primary and secondary schools, in its majority recapitalization by BV Investment Partners, a middle-market private equity firm focused on the business services, software, and IT services sectors.
- Lallemand USA, Inc.
Nutter represented Lallemand USA, Inc. in its acquisition of the Hutchinson, MN yeast manufacturing operations of Ohly.
- Palisade Corporation
Nutter represented Palisade Corporation, an Ithaca, New York-based provider of risk modeling and decision analysis software, in its recapitalization by Thompson Street Capital Partners (TSCP), a private equity firm based in St. Louis, MO.
- WegoWise, Inc.
Nutter represented WegoWise, Inc., a provider of cloud-based software solutions to owners and managers of buildings to help understand, track, and improve building utility efficiency, in the sale of substantially all of its assets to AppFolio, Inc. (NASDAQ: APPF), a leading provider of cloud-based business software solutions in the real estate and legal markets.
- Shawmut Corporation
Nutter represented Shawmut Corporation, a developer of high-performance composites, in its joint venture with the automotive headliner and specialty industrial fabrics business of Glen Raven Technical Fabrics LLC, a global provider of innovative technical fabric solutions.
- Epoxy Technology Inc.
Nutter advised Epoxy Technology, Inc., a leading manufacturer of high-performance specialty epoxy, UV, and hybrid adhesives, in its acquisition by Arsenal Capital Partners, a leading private equity firm that invests in middle-market specialty industrials and health care business services companies.
Nutter represented Kombrewcha (the first alcoholic Kombucha) in its sale to a strategic acquirer.
- 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.
- Lallemand USA, Inc.
Nutter advised Lallemand USA, Inc., a U.S. subsidiary of the global yeast manufacturing company, in its asset acquisition of a yeast manufacturing plant and business based in North Dakota.
- Atlas Devices
Nutter advised Atlas Devices, LLC, a leading developer, manufacturer, and supplier of rapid access solutions, in its recapitalization by Anvil Capital.
- Commerce Bancshares Corp.
Nutter represented Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its 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.
- Northeast Retirement Services, Inc.
Nutter advised Northeast Retirement Services, Inc., a leading provider of plan accounting, transfer agency, fund administration, trust and retirement plan services, in its acquisition by Community Bank System, Inc. (NYSE: CBU), a transaction valued at approximately $146 million.
- 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.
- Harvey Building Products, Inc.
Nutter represented Harvey Building Products in its sale to Dunes Point Capital after a full auction process.
- McCarthy Capital
Nutter represented McCarthy Capital, a private equity investment firm, when it partnered with Bamboo Rose, a provider of the digital B2B Marketplace for retailers, to continue its expansion.
- Netra, Inc.
Nutter represented Netra, Inc., a leader in Visual Intelligence and Search, when it closed $1.85 million in Series Seed financing led by Launchpad Venture Group and NXT Ventures with participation from Zelkova Ventures, Mark Cuban, Berwind LLC, and other prominent angels.
News & Insights
- 03.20.2020 | Press Release
- 03.11.2020 | Press Release
- Nutter Elects Six New Partners in its Corporate and Transactions, Litigation, and Private Client Departments01.02.2020 | Press Release
- 12.16.2019 | Press Release
- 08.28.2019 | Press Release
- 08.09.2019 | Press Release
- 12.06.2018 | Press Release
- 09.05.2018 | Press Release
- 08.29.2018 | Press Release
- 08.27.2018 | Press Release
- 02.07.2018 | Media Coverage
- 09.26.2017 | Media Coverage
- 05.24.2017 | Press Release
- Nutter serves as legal advisor to Harvey Building Products in its acquisition by Dunes Point Capital10.05.2015
- 06.17.2020 | Legal Update
- 05.28.2020 | Legal Update
- 05.07.2020 | Legal Advisory
- 04.29.2020 | Legal Update
- Effects of COVID-19 on the M&A Market: Working Capital Adjustments; Due Diligence; Representations; Post-Signing Considerations04.15.2020 | Legal Advisory
- 04.10.2020 | Legal Advisory
- 04.10.2020 | Legal Update
- Steps Private Equity and Venture Capital-Backed Companies Should Consider Taking for PPP Eligibility04.08.2020 | Legal Advisory
- 04.06.2020 | Legal Update
- 04.03.2020 | Legal Advisory
- 03.31.2020 | Legal Update
- Can Portfolio Companies of Private Equity and Venture Capital Funds Take Advantage of COVID-Related Stimulus Programs?03.30.2020 | Legal Advisory
- 03.27.2020 | Legal Update
- Special Edition Nutter Bank Report: Federal Reserve Announces Extraordinary Second Wave of New Initiatives in Response to the Global Pandemic03.24.2020 | Legal Update
- Massachusetts Super Lawyers Rising Stars, 2019
Education & Admissions
New York University School of Law, J.D.
Syracuse University, B.A., cum laude
Prior to joining Nutter, Josh worked as an associate at an international law firm in Boston. His professional experience also includes serving as a program manager for the New England Clean Energy Council, where he focused on the expansion of cleantech-led economic development initiatives, including fundraising and program design for the creation of a regional clean technology innovation network. During law school, he was a senior staff editor for the New York University Environmental Law Journal.
- Josh has represented issuers and investors in angel, venture capital and growth capital financing representing an aggregate of over $500 million in investments in emerging growth companies.
- Massachusetts Super Lawyers Rising Stars, 2019