Michael E. Mooney

Nutter advised Cali’flour Foods, the developer and manufacturer of low-carb, gluten-free cauliflower products, in a Series A financing round led by Sunrise Strategic Partners, with participation from CircleUp Growth Partners.

Nutter served as sole legal advisor to DTM Packaging and Custom Automation, a leader in machinery manufacturing and re-manufacturing, in its acquisition by The Massman Companies, a Minnesota-based team of machinery and technology companies.

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.

Nutter served as sole legal advisor to Fisher International, Inc., a firm supporting the pulp and paper industry with business intelligence and strategy consulting services, in its acquisition by Battery Ventures, a global technology-focused investment firm.

Nutter served as sole legal advisor to Midé Technology Corporation, a U.S. company which provides engineering services including problem solving through modeling and analysis, electronic prototyping, commercial research and development, and forensic engineering services, in its acquisition by Paris-based Hutchinson S.A., which manufactures industrial, automotive, and consumer rubber products such as hoses, tubing, bumpers, spoilers, sealants and adhesives, rubber gloves, baby car seats, and sponges.

Nutter represented The Gove Company, Inc. in its sale of a parking lot on Newbury Street in Boston to L3 Capital, a Chicago-based investment firm. The total value of the transaction was $40 million.

Nutter served as sole legal advisor to Globe Composite Solutions, LLC (Globe), a navy submarine supplier, in its acquisition by ESCO Technologies Inc. (NYSE: ESE), a global provider of highly engineered products and solutions to diverse and growing end-markets that include the aerospace, space, healthcare, wireless, consumer electronics, electric utility, and renewable energy industries. 

Nutter represented Pilgrim Bank, a member of the Hometown Financial Group, MHC, in its acquisition of Abington Bank. The bank will be headquartered in Abington, Massachusetts and will operate as an independent subsidiary of Hometown Financial Group.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Pension Studio, a third party retirement plan administrator with offices in Florida and New England.

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.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Billings and Company, LLC, an Iowa-based recordkeeping and qualified plan administration company.

Nutter advised Lallemand USA, Inc. when it acquired Scott Laboratories Inc. (USA) and Scott Laboratories Ltd. (Canada), privately-held companies specializing in value-added products for the North American wine, craft brewing, and distilled spirits industries.

Nutter represented Lallemand USA, Inc. in its acquisition of the Hutchinson, MN yeast manufacturing operations of Ohly. 

Nutter represented Boston Biomedical Associates, LLC, a full service medical device, biotech, and pharmaceutical clinical research organization (CRO), in its acquisition by Factory CRO USA Group, LLC, a global leader of specialization in medical device trials.

Nutter represented PeoplesBancorp, MHC, the holding company for PeoplesBank, in the private placement of $40 million in fixed-to-floating rate subordinated notes due 2028.

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.

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.

Nutter represented Hometown Financial Group, Inc., the bank holding company of bankESB (Easthampton, MA) and bankHometown (Oxford, MA), in connection with its acquisition of Pilgrim Bank, a Massachusetts-chartered co-operative bank headquartered in Cohasset, MA, and its bank holding company, Pilgrim Bancshares, Inc. (OTCMKTS: PLRM).

Nutter represented PeoplesBancorp, MHC, a Massachusetts mutual holding company, and the bank holding company of PeoplesBank, a Massachusetts-chartered savings bank, both of Holyoke, Massachusetts, in connection with its acquisition of First Suffield Financial, Inc., a Connecticut corporation and the bank holding company of The First National Bank of Suffield, a national bank, both of Suffield, Connecticut. The total value of the transaction was approximately $60 million.

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

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.

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.

Nutter advised Admune Therapeutics LLC in its sale to Novartis Institutes for BioMedical Research.

Nutter represented Harvey Building Products in its sale to Dunes Point Capital after a full auction process.

Nutter represented North Middlesex Savings Bank in its merger with Marlborough Savings Bank.

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.

Restructuring an “underwater” real estate project by introducing new equity and debt, while avoiding a recapture of tax benefits claimed by the original owners.

Completing pre-immigration tax planning for a wealthy foreign individual before his permanent move to the United States.

Nutter advised Adams Community Bank, a mutual savings bank based in Adams, MA, in its acquisition of The Lenox National Bank, a national bank located in Lenox, MA. 

Nutter advised Greenfield Cooperative Bank, a co-operative bank based in Greenfield, MA, in its merger with The Northampton Cooperative Bank, a mutual co-operative bank based in Northampton, MA.

Nutter advised Granite Savings Bank, a mutual savings bank based in Rockport, MA, in its merger with Cape Ann Savings Bank, a mutual savings bank based in Gloucester, MA.

Negotiating and preparing an international strategic partnering agreement between a U.S. technology company and a French manufacturer allowing the two to share new developments and achieve greater manufacturing and distribution efficiencies throughout the world.

Representing management in an MBO of an investment management company with a view to minimizing the tax impact on management and the selling owners.

Leveraging the buyout of multiple real estate properties through a new partnership vehicle combining tax efficiencies with intergenerational tax planning.

Representing numerous chief executive officers in the negotiation of their employments agreements and sometimes separation agreements.

Representing top management of a financial institution in connection with its acquisition by another financial institution.

Designing and drafting complex equity compensation arrangements for a broad array of corporations, LLC’s and banks.

Designing and implementing a tax efficient business structure for an emerging pharmaceutical company engaged in cancer research.

Working with an emerging company and a major foreign investor in the company to create the most tax efficient structure for each.

Designing a “spin-off” of valuable technology by a life sciences company.

Representing taxpayers in controversies with the Massachusetts Department of Revenue concerning their domicile and state of residence for income tax purposes.

Representing a taxpayer in a federal controversy over a conservation easement charitable deduction.

Handling appeals to the IRS Appeals Office regarding proposed federal income tax deficiencies following audits.

Representing sellers and buyers in the sale and/or purchase of their businesses.