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Corporate and Transactions

Overview

Our robust business practice is led by seasoned attorneys with a proven track record of success. We work with a broad spectrum of clients, including major publicly-held corporations, family-owned and other privately-held companies, institutions, and emerging companies.

Our practice
Securities

  • Public offerings
  • Private placements
  • Mergers and acquisitions
  • SEC reporting
  • Investor communications
  • Trading on inside information
  • Investment advisors

Mergers and acquisitions

Business planning and organization

  • Business formation and organization
  • Restructuring
  • Stock transfer restrictions
  • Buy-out agreements
  • Business succession planning

Emerging companies

  • Financing through venture capital, corporate finance
  • Technology protection and licensing
  • Executive compensation, employee incentives
  • International transactions

High technology

  • Internet law
  • Copyright and trademark registration and licensing
  • Proprietary information advice and agreements
  • Publishing law advice and agreements
  • Software protection and licensing

Hedge funds

  • Fund establishment
  • Ongoing business, organizational, and trading and compliance issues
  • Private placement investments

Finance

  • Public and private debt and equity offerings
  • Sale and leaseback transactions
  • Equipment leasing
  • Real estate syndications
  • Municipal bond financings

Banking and financial services

  • Mergers and acquisitions
  • Reorganizations, including mutual holding companies
  • Mutual-to-stock conversions
  • Bank formations and comparative charter analysis
  • Assistance with new products and services, including insurance, securities, trust services, collective investment and common trust funds
  • Corporate and regulatory
  • Compliance
  • Loan structuring, negotiation and documentation
  • Creditors' rights and loan workouts
  • Equipment leasing
  • Public finance

Commercial law

  • Workouts
  • Bankruptcy and insolvency
  • Creditor and debtor rights
  • Uniform Commercial Code transactions

Health care

  • Licensing and certification
  • Reimbursement and payment arrangements
  • Regulatory compliance
  • Medical privacy
  • Antitrust issues
  • Mergers and acquisitions
  • Governance

Institutional lenders

  • Loan transactions
  • Bank operations, mergers, conversions, and regulatory approvals

Intellectual property

  • Development, protection and exploitation of proprietary rights
  • Preparation and prosecution of U.S. and foreign patent applications
  • Licensing, copyrights, trade secrets, and proprietary services

Executive compensation and employment agreements

Nonprofit organizations

  • Structural matters
  • Fund raising issues and financing
  • Revenue-generating and investment activities
  • Employment matters
  • Governance

Corporate trustee services

Public finance

Public law

  • Strategic planning where business intersects with public policy
  • Advice on legislation

View Practice Team

Representative Matters

Representative Matters

  • Affiliate of Charles River Realty and National Development

    Represented an affiliate of Charles River Realty and National Development in connection with its acquisition of 960 Massachusetts Avenue and 100 Newmarket Square in Boston.

  • Dribbble

    Advised Dribbble, a social media community of artisan designers on the Internet, when it was acquired by Tiny Capital, a private equity firm.

  • Liberty Bay Credit Union

    Represented Liberty Bay Credit Union in its merger with Hingham Federal Credit Union.

  • Private real estate fund

    Represented a private real estate fund in the formation of a “REIT feeder structure,” consisting of a domestically controlled private real estate investment trust that is a subsidiary of a newly-formed Delaware limited partnership. The structure is intended to accommodate investments by qualified purchasers (as defined in the Investment Company Act of 1940).

  • Zagster, Inc.

    Nutter advised Zagster, Inc., the nation’s leading provider of modern, flexible bike share services, in securing $15 million in growth capital.

  • 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. 

  • Wandering Bear Coffee

    Nutter advised Wandering Bear Coffee, a cold brew coffee maker, in its recently completed $8 million Series A equity round of financing.

  • Lallemand USA, Inc.

    Advised Lallemand USA, Inc., a U.S. subsidiary of the global yeast manufacturing company, in its asset acquisition of 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. 

  • 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.

  • Meetinghouse Bancorp, Inc.

    Nutter is representing Meetinghouse Bancorp, Inc. (OTC Pink: MTGB), the holding company for Meetinghouse Bank, in its pending merger with Meridian Bancorp, Inc. (NASDAQ: EBSB), the holding company for East Boston Savings Bank, in a transaction valued at approximately $17.8 million.

  • Zagster, Inc.

    Nutter advised Zagster, Inc., the leading provider of private and public-private bike sharing systems, when it raised $10 million in a Series B round of funding led by Edison Partners, a leading growth equity capital firm.

  • 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.

  • ESB Bancorp MHC

    Merger with Hometown Community Bancorp MHC

  • Fidelity Bank

    Merger with Barre Savings Bank

  • Bank of New Hampshire

    Acquisition of Community Guaranty Savings Bank

  • MassMutual Asset Finance - Equipment finance syndications

    Represented MassMutual Asset Finance in the equipment finance syndications market from its inception in billions of dollars of acquisition.

  • Delaware North

    Represented Delaware North, one of the largest privately held global hospitality and food service companies in the world, when it expanded its portfolio of resorts into Massachusetts by acquiring the Sea Crest Beach Hotel on Cape Cod.

  • 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.

  • Represented one of the largest banks in the United States

    Nutter represented one of the largest banks in the United States in warehouse facilities to a dozen of the largest Fannie Mae, Freddie Mac, and FHA licensed mortgage lenders and low-income housing tax credit syndicators, with total commitments in excess of $2 billion.

  • North Shore Bank

    Merger with Merrimac Savings Bank 

  • 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.

  • Drafted, Inc.

    Venture financing
    $2.5 million

  • BoardOn Track, Inc.

    Venture financing
    $1.7 million

  • 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. 

  • 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.

  • Institution for Savings

    Acquisition of Rockport National Bancorp, Inc.
    $28.3 million

  • 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. 

  • Connecticut River Bancorp, Inc.

    Merger with Mascoma Mutual Financial Services Corporation
    $26.7 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. 

  • Centrix Bank & Trust

    Merger with Eastern Bank Corporation
    $134 million

  • North Brookfield Savings Bank

    Merger with FamilyFirst Bank

  • Greenfield Cooperative Bank

    Merger with Northampton Cooperative Bank

  • Granite Savings Bank

    Merger with Cape Ann Savings

  • Privately-held real estate company

    Corporate restructuring of complex organizational structure including admission of an additional partner, and the buyout of company’s investors in a myriad of partnerships, limited liability companies and corporate general partners/managers

  • Alcyone LifeSciences, Inc.

    Medical device for treatment of neuropathological conditions
    Series B Financing
    Series A-1 Financing
    Series A Financing

  • GoodTwo, Inc.

    Web-based fundraising & cause marketing tool
    Series A Preferred Stock Financing

  • Incentive Targeting, Inc.

    Marketing & incentive management tools for grocery industry
    Series A-2 Preferred Stock Financing

  • InCrowd, Inc.

    Mobile-based real-time decision support
    Series Seed Preferred Stock Financing

  • MedicaMetrix, Inc.

    Medical devices for urology for better diagnosis and monitoring
    Series A

  • Mosaic Storage Systems, Inc.

    Cloud-based photograph back-up technology
    Series A-1 Financing
    Series A Financing
    Convertible Bridge Note Financing

  • Powerhouse Dynamics, LLC

    Developer of the award-winning SiteSage enterprise energy and asset management system
    Series B Financing
    Series A Preferred Stock Financing

  • Repsly Inc.

    B2B Mobile Cloud solution provider who simplifies field activity management
    Secured round of equity financing from LaunchPad Venture Group and FirstBeverage Group

  • Thermedical, Inc.

    Saline-enhanced radio frequency (SERF) ablation systems
    Series A-2 Financing
    Series A-1 Financing

  • TiE-Angels

    ‘For Entrepreneurs By Entrepreneurs’ investment group
    Series A Financing

  • TurningArt

    Web-based art rotation service making art accessible
    Series Seed 2 Financing
    Series Seed Financing

  • Zagster, Inc.

    Online bikesharing programs
    Seed Financing Angel Round

  • New Zealand private equity fund

    Investment into a Massachusetts-based medical device company

  • Extreme obstacle course racing early stage company

    Funding round awarded on “Shark Tank” program

  • Software application & development early stage company

    SAFE investment (Simple Agreement for Future Equity)
    $750,000

  • Guided Surgery Solutions, LLC (medical devices)

    Accelerator loan from Massachusetts Life Sciences Center

  • iGetBetter, Inc.

    Supplier of cloud-based post-acute care transition solutions
    Series A Round

  • First liquid alternative, registered, closed-end fund organized using a manager-of-managers structure

    Fund and investment manager counsel

  • New investment manager

    Counsel on launch of several long-short hedge funds

  • Hedge fund manager

    Counsel on launch of several new private equity funds

  • Investment manager

    Counsel on reorganization of management and ownership structure

  • Family-owned consumer packaged goods company with 100-year history and national brand reputation

    Acquisition by family-owned strategic buyer

  • N2 Biomedical LLC

    Advanced medical device surface treatment process
    Acquisition of Spire's biomedical business

  • Family-owned distributor

    Roll-up strategy; numerous acquisitions in same vertical space throughout the Northeast

  • Leading automobile dealership

    Acquisition of 14 dealerships and related real estate throughout New England

  • Nationally recognized investment banking firm specializing in the financial services sector (representing as selling agent)

    Initial public offering by a community bank headquartered in Massachusetts
    $278 million

  • New York Stock Exchange–listed insurance holding company

    Public offering of senior debt
    $300 million

  • Investment banking firm specializing in the financial services sector (representing as underwriter)

    Underwritten public offering by a New England-based, NASDAQ-listed banking company
    $60 million

  • Insurance company

    Initial public offering
    $125 million

  • Investment banking firm specializing in the financial services sector (representing as placement agent)

    Private placement of equity interests in a bank holding company organized as an LLC
    $38 million

  • Bank holding company

    Initial public offering
    $20 million

  • Bank holding company

    Private placement of common and preferred stock and trust originated by Subordinated Capital Income Securities to fund an acquisition
    $80 million

  • Utility company, New Hampshire

    Public offering of common stock
    $19 million

  • New Hampshire utility company through the Business Finance Authority of the State of New Hampshire

    Public offering of tax-exempt bonds
    $49 million

  • Privately-held international manufacturing company

    Strategic acquisitions of several complementary, worldwide businesses, including resolution of issues related to significant IP assets
    Included earn out payments over time

  • Top-rated health plan

    Acquisition of Medicaid provider of health insurance
    $130 million and earn-outs

  • Real estate promoter

    Formation of a real estate fund for investment in properties in the Northeast

  • Manufacturing company

    Leveraged self-tender
    $30 million

  • Family-owned consulting business

    Intergenerational business success planning

  • US technology company

    International joint venture with French manufacturer

  • Company management

    MBO of an investment management company

  • Major nonprofit hospital system

    Special Counsel to the Board of Governors in connection with sale of the system to for-profit entity. Independent counsel to the Board with respect to fiduciary duties and processes in evaluating and approving the proposed transaction. (Firm also provided advice with regard to officers and directors liability insurance.)

  • NASDAQ-listed company

    Simultaneous acquisitions of two businesses from its majority stockholder and that client’s subsequent acquisition of a company valued at approximately $260 million
    $1.6 billion, combined value

  • Financial services technology company

    Strategic acquisition of UK-based company

  • Closely held real estate investment firm

    Strategic partnership with leading national real estate development and investment firm

  • Mutual savings bank in Massachusetts

    Acquisition of a national bank
    $28 million (approximately)

  • Community bank headquartered in Massachusetts

    Acquisition of network of branches on Nantucket

  • NASDAQ-listed community bank, eastern Massachusetts

    Acquisition by one of the largest banks headquartered in New England
    $96 million

  • One of largest community banks in Massachusetts

    Acquisition of a publicly traded bank based in Boston
    $163 million

    Acquisition of a publicly traded bank in eastern Massachusetts
    $170 million

  • Publicly traded mutual holding company, Massachusetts

    Acquisition by mutual savings bank headquartered in MA

  • Large community bank in Massachusetts

    Acquisition of a publicly traded bank in southeastern Massachusetts for a combination of stock and cash
    $105 million

  • NASDAQ-listed bank holding company

    Acquisition by a publicly-traded regional banking company
    $180 million

  • California-based bank holding company

    Acquisitions of five banks
    $150 million (approximately, combined value of transactions)

  • NASDAQ-listed utility company headquartered in New Hampshire

    Agreement to be acquired by a New Hampshire municipality

  • NYSE-listed insurance holding company

    Acquisition of a multi-state insurance company and its related joint venture with strategic partner
    $80 million

  • Small and microcap companies, numerous

    Counsel on the complex issues facing the smaller public issuers

  • Audit and other special committees of independent directors

    Internal corporate investigations

  • Top-rated health plan

    Joint venture to form de novo health insurance company in a new jurisdiction

  • Toner cartridge technology/manufacturer

    Governance and on-going counsel
    Sale to industry competitor

  • Dental health insurer

    Corporate governance
    Restructuring of corporate structure

  • Chemical manufacturing company/household products

    General counsel

  • Boutique real estate investment fund

    Formation of joint ventures

  • Precision instrument manufacturer

    General counsel

  • Event & thought leadership consultants in the payment industry

    General counsel

  • Canadian biotechnology company developing and commercializing innovative ocular products

    Sale of company’s punctal plug drug delivery system technology

    Sale of company's Visudyne® business to pharmaceutical company (light-activated drug used in photodynamic therapy)
    $112.5 million (plus additional contingent payments)

  • Privately-held broadline distribution company

    Sale of company to strategic buyer in cash transaction
    $130 million

  • Publicly-traded bank

    Acquisition by publicly-traded strategic buyer in cash transaction
    $160 million

  • Private equity company

    Sale of portfolio company in the telecommunications industry to privately-held financial purchaser in a cash transaction and negotiation of post-closing escrow dispute
    $210 million

  • Domestic combustion systems manufacturer

    Acquisition by foreign strategic buyer in cash transaction
    $120 million and an earn out

  • Software integration company; leading-edge pioneer in the “Internet of Things”

    Acquisition by publicly-traded buyer

  • Manufacturing division of private equity-backed client

    Stock and asset sale to publicly-traded foreign buyer involving stock and assets over four continents and seven countries
    $75 million

  • Publicly-traded client

    Acquisition of privately-held software company
    $350 million in common stock

  • NASDAQ-listed publicly traded community bank, Western Massachusetts

    Merger with another publicly traded bank also headquartered in western Massachusetts
    $108 million

  • Insurance holding company, NYSE-listed

    Acquisition by a holding company headquartered in Europe
    $2.2 billion

  • Publicly-traded specialty chemical company

    Acquisition of another chemical company
    $300 million

  • Specialty publishing company

    Acquisition by strategic buyer
    $67 million, including $32 million cash with $35 million complex earn-out

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