Practice Areas

I partner with executive teams, outside advisors (bankers, lawyers, accountants), over-stretched in-house Legal teams and other stakeholders to architect, negotiate, and execute strategic transactions and difficult situations. My practice is intentionally low-volume to ensure responsiveness, focus, and superior outcomes.

Mergers & Acquisitions

(Public & Private)

Board-level counsel on bet-the-company and tuck-in transactions, including transactions involving heightened regulatory scrutiny, activist risk, or compressed timelines. I advise from strategic evaluation and diligence through signing, closing, and post-closing integration.

Public and private M&A, including complex cross-border transactions
Antitrust risk assessment, regulatory strategy, and clearance execution
Transaction structuring in contested, regulated, or time-sensitive deals
Post-closing integration and governance transition planning

Deal Strategy &

Structuring

M&A Deal Captain — aligning strategy, managing risk, and driving execution in complex, high-stakes transactions. I provide centralized leadership from early deal framing and risk analysis through term sheet negotiation, definitive documentation, and closing.

Competitive bid strategy and counterparty assessment
Lead Advisor from term sheet through definitive agreement and closing
Negotiation of term sheets and definitive transaction documents
Resolution of complex commercial, regulatory, and structural issues
Coordination and critical review of legal diligence
Integration of financial, employment, tax, regulatory, antitrust, and other specialist workstreams
Early identification and escalation of deal-critical risks to preserve time, focus, and capital

Restructuring & Special Situations

Turnaround and special-situations advisor, leading distressed M&A, recapitalizations, creditor negotiations, and stakeholder communications in complex, time-sensitive situations.

Distressed M&A, asset sales, and liability management transactions
Creditor negotiations across secured, unsecured, and intercreditor constituencies
Capital structure optimization and recapitalizations
Turnaround planning and stakeholder communications under liquidity and covenant pressure
Advisor and lead negotiator in multi-party transactions involving asymmetric leverage and competing interests

Executive & Board Advisory

Independent board-level counsel on deal decision-making, providing objective analysis, go/no-go recommendations, and conflict-resilient review of proposed transactions. I support boards and special committees in situations involving conflicts, heightened scrutiny, or potential litigation risk.

Counsel to special committees and independent directors
Independent evaluation of deal rationale, alternatives, and process
Identification and mitigation of fiduciary, governance, and conflict risks
Support for record creation and decision-making defensibility
Advisor and intermediary in resolving deal-related conflicts among stakeholders