Casey D. O'Connell

Hartford,  CT  U.S.A.

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Experience & Credentials

Practice Areas

  • Corporate Business & Transactions
  • Real Estate
University Boston College, A.B.
Law SchoolWestern New England University, J.D., magna cum laude
Admitted2012, Connecticut


American Bar Association


Casey O'Connell practices in the areas of business and commercial law, finance, and real estate, representing clients in a wide range of transactional matters.

Casey devotes most of his practice to documenting and closing business transactions, and has experience formulating contractual mechanisms to facilitate the organization, financing, operation and sale of corporations, partnerships and limited liability companies. He also has experience counseling quasi-public entities on contractual and other matters. Additionally, he advises lenders and borrowers in the documentation and execution of secured and unsecured loans and credit arrangements and advises employers in the creation of employment agreements and non-compete agreements.

Prior to joining Halloran & Sage, Casey served as the managing editor of the Western New England Law Review and completed internships with the United States District Court for the District of Connecticut and the United States Attorney's Office for the District of Massachusetts.

Before entering law school, Casey was the director of media relations for the New England Patriots, handling the organization's written media communications materials and helping to create and implement public relations strategies.


New Connecticut Statute Permits Cross-Entity Mergers, Consolidations, and Conversions Involving LLCs, Corporations, Partnerships, and Other Entities
Halloran & Sage Client Alert, 01/20/2014

Before 2014, Connecticut law did not permit the direct conversion of a corporation or other business entity into any dissimilar business entity, did not expressly allow for a merger of dissimilar entities, and did not provide for an entity that was formed in a different jurisdiction to redomesticate in Connecticut. But, starting on January 1, these cross-entity transactions and domestications can now be accomplished in Connecticut, giving business owners greater flexibility to ensure that their choice of entity is properly serving their needs. Connecticut is one of a limited number of states that provide these opportunities to business entities.

Connecticut adopted its version of the Model Entity Transactions Act (META) in 2011, with an effective date of January 1, 2014. META was studied, appropriate Connecticut changes crafted and presented to the legislature for consideration by the Executive Committee of the Business Law Section of the Connecticut Bar Association during the period when Halloran & Sage partner Henry M. Beck, Jr., was chair of the Executive Committee.

META provides, among other things, for direct cross-entity mergers and consolidations, eliminating the need to engage in the complex and costly process that was previously required in Connecticut to accomplish such transactions. Also, META allows for an interest exchange, whereby an entity may acquire another entity in exchange for non-cash consideration such as securities.

Additionally, META allows for a Connecticut entity to convert directly to a another form of entity. Previously, if a Connecticut entity wanted to convert to another type of entity, the business owners had to engage in a lengthy and complicated process to achieve that result.

Finally, META permits an entity that was formed in a jurisdiction other than Connecticut to redomesticate to Connecticut, in a procedure that was not previously authorized by statute.

The choice of which business entity to utilize is a critical decision for all business owners. Connecticut's adoption of META makes the process more straightforward for business owners to make changes to their entity structure if desirable. META also eases the process of merging and consolidating business for those seeking to engage in such business combinations.

Due to the wide variety of entity combinations that META covers, the Connecticut Secretary of the State has not issued forms for META transactions, and thus anyone seeking to take advantage of META-related benefits should consult legal counsel to ensure proper documentation and execution of such transactions in accordance with applicable law.

META transactions generally can have significant tax consequences. Such consequences should be fully and thoroughly evaluated with the assistance of counsel before engaging in any of the transactions permitted by META discussed in this article.

META was adopted as Public Act 11-241 and modified by Public Act 12-32, and has been codified in large part as Chapter 616 of the Connecticut General Statutes (C.G.S. 34-600 et. seq.), but also resulted in a series of conforming amendments to previous existing statutes pertaining to the combination of like-kind business entities (see C.G.S. 33-815 et. seq.; C.G.S. 34 33a et. seq.; C.G.S. 34 193 et. seq. and C.G.S. 34-388 et. seq.)

For more information or assistance in evaluating a potential META transaction contact: Henry Beck, Jr., or Casey O'ConnellDodd-Frank's Ability-To-Repay Rule Promulgated by Consumer Financial Protection Bureau
New England Real Estate Journal, 02/15/2013

Many Americans are familiar with the general details of the Dodd-Frank Act and the volumes of new regulations spawned by the landmark legislation, even though many of its effects have not yet been felt. But in January 2014, a specific piece of this wide-ranging reform will hit home for millions of consumers and lenders when a new regulation takes effect that imposes industry-wide standards on the parties to new residential mortgage loans.

Sections 1411, 1412, and 1414 of Dodd-Frank established minimum standards that lenders must fulfill to confirm that the borrower in a residential real estate loan has the ability to repay the loan. Dodd-Frank directs the newly-created Consumer Financial Protection Bureau (CFPB) to promulgate regulations to ensure that no creditor may make a residential mortgage loan unless the creditor makes a reasonable and good faith determination based on verified and documented information that, at the time the loan is consummated, the consumer has a reasonable ability to repay the loan.

In the wake of the financial crisis, lawmakers determined that the pre-crisis methods used by some residential mortgage lenders to verify their borrowers' ability to repay were not commensurate with the perceived industry standards, and as a result, consumers and investors may have wrongly assumed that those lenders were using higher repayment-verification standards than they actually were using. Sections 1411, 1412, and 1414 of Dodd-Frank require the promulgation of a set of standards that consumers may rely upon when they enter into residential mortgage transactions and that investors might also rely upon when they purchase securities backed by residential mortgages.

Section 1411 generally requires a lender making a residential mortgage loan to consider the consumer's credit history, current income, expected income the consumer is reasonably assured or receiving, current obligations, debt-to-income ratio or the residual income the consumer will have after paying non-mortgage debt and mortgage-related obligations, employment status, and other financial resources. Section 1412 grants lenders making certain qualified mortgages a presumption that the lender has fulfilled the statutory duty to verify the ability to repay. Section 1414 provides additional standards and requirements to the ability-to-repay rule and the safe harbor provision.

On January 10, 2013, the CFPB issued a final rule implementing the provisions of Sections 1411, 1412, and 1414 and filling in certain gaps as directed by the statute, which will take effect on January 10, 2014. The rule sets forth in additional detail the Section 1411 requirements listed above, and states that lenders must use reasonably reliable third-party records to verify the required information. The rule also outlines certain calculation methods that must be used when determining payments on certain nonstandard mortgages and tries to create incentives for lenders to convert such nonstandard mortgages into standard mortgages.

The rule outlines which mortgages are qualified mortgages and as such are presumed to be in compliance with Section 1411 without the need for the production of any additional evidence. If a mortgage loan is not a qualified mortgage, such a loan must be evaluated for compliance with Section 1411 based upon its individual circumstances.

A qualified mortgage must not, among other things, include negative amortization, interest-only payments, balloon payments, a term of more than 30 years, or points or fees exceeding three percent of the loan amount. In terms of underwriting requirements, lender making a qualified mortgage must ensure that the borrower's back-end debt-to-income ratio is less than or equal to 43 percent, with such ratio calculated pursuant to detailed criteria.

The rule provides that qualified mortgages that are prime loans will be conclusively presumed to be in compliance with the ability-to-repay requirement. Qualified mortgages that are subprime loans carry a rebuttable presumption of compliance with the ability-to-repay requirement.

As with many federal regulations, the ability-to-repay rule is riddled with exceptions and nuances. Such detail is beyond the scope of this article, but is critical for lenders and the residential real estate community to become familiar with as the rule's January 2014 implementation draws nearer.

While the ability-to-repay rule is just one aspect to the sweeping financial-industry reforms set in motion by Dodd-Frank, it will soon become one of the most visible aspects of the high-profile legislation once it is implemented and applied to residential lending parties in early 2014.

News & Events

Casey O'Connell Joins Camp Courant Advisory Board of Directors

Halloran & Sage is proud to announce that Casey O'Connell has recently joined the Advisory Board of Directors at Hartford's Camp Courant. A mainstay in the Hartford community for one hundred and twenty years, Camp Courant is the largest free day camp in the nation, serving more than 1,100 Hartford children annually during the summer season. Children ages 5 through 12, who live in the city of Hartford, participate in a variety of recreational, educational and cultural programs at the site of the camp in Farmington, CT.Business Transactions Group Year-End Transactions

The Halloran & Sage Business Transactions Group, led by partners Robert Cox and James Maher, has further cemented its status as a leader in the Greater Hartford and Greater New Haven business communities through its efficient and expert execution of an unprecedented level of diverse and complex transactions at the end of 2012.

Bob and Jim worked closely with associates Jaimee Newman, Matthew Teich and Casey O'Connell, along with legal assistants Karel Ortolani and Olivia Albanese, to close over twenty corporate and commercial transactions in December, 2012, showcasing the Halloran & Sage Business Group's proven ability to meet aggressive deadlines and produce high quality work for clients while matching up with other leading regional and national law firms. The buzz surrounding the Group's 2012 success has the firm and its business clients excited to tackle the numerous new projects that are already underway in 2013.

The diversity of the Halloran & Sage Business Group's 2012 year-end transactions, along with the sheer volume of closings, illustrates the Group's capacity to effectively represent its clients' varied needs. These transactions included business and real estate acquisitions and divestitures, strategic alliance agreements, stock redemptions, a medical office building/cancer center development, tax-driven mergers and dissolutions, business and acquisition financing, health care financing, corporate financing and loan restructures, corporate governance/gifting matters and incentive compensation/employment matters.

Bob and Jim believe that the rising profile of the Halloran & Sage Business Group in both Hartford and New Haven is being defined as the Group closes out 2012 and begins to tackle new challenges in 2013. The Group is thankful to be thriving in this challenging environment and believes that its clients are sensing a building momentum. While the strength of the corporate and commercial market remains uncertain, the volume and diversity of the Halloran & Sage Business Group's year-end transactions is a testament to its clients' belief and reliance on the professionalism and responsiveness of the Group to provide the services they need when they need them.

Business Transactions Group members have increased their involvement in major business organizations, including both the MetroHartford Alliance and the Greater New Haven Chamber of Commerce. As a Strategic Partner level-member at the MetroHartford Alliance, they are keeping abreast of economic developments in the Hartford region and also participating in the newly launched Connecticut Health Council. In New Haven, they are participating in the New Haven Chamber sponsored Regional Leadership Council which addresses the major economic and legislative issues in the region. Halloran & Sage is also pleased to be involved in a new statewide program co-sponsored by The Hartford Business Journal and the CBIA which will honor family owned businesses later this year.

Reported CasesRepresentative Matter: H & S Executes Founders' Business Exit Plan Through Stock Sale; Halloran & Sage assisted the founders of a Fairfield County business transition the business into new ownership through a complex stock sale. Partner Bob Cox, counsel Joe Biraglia and associate Casey O'Connell structured a deal whereby the founders realized nearly $7,000,000 in proceeds, while providing for continued employment with bonuses, an option to purchase affiliates of the business, and the favorable resolution of issues relating to buyer financing.H & S Negotiates, Documents and Closes Restructuring of Joint Venture; Halloran & Sage negotiated, documented and closed the restructuring of a joint venture that was necessary to allow the venture to continue to execute its growth plan. Partner Robert Cox and associate Casey O'Connell structured a unique deal that thoroughly and clearly resolved a host of issues including debt repayment, licensing, revenue sharing, asset transfers and liquidation rights.H & S Drafts Solid Waste Delivery Agreements; Halloran & Sage counseled a quasi-public entity in the negotiation and documentation of solid waste delivery agreements with various regional waste haulers. The contracts were designed so that the client's operational needs would be met and that the client's financial position would be protected.Firm Leads Company's Negotiation and Documentation of Strategic Alliance Agreement; Halloran & Sage represented a Connecticut manufacturing company in the negotiation and documentation of a strategic alliance agreement with a Massachusetts company that set forth a wide-ranging relationship between the two companies with respect to joint national and international operations. The agreement was drafted from scratch, based on the unique business industry involved and the emerging and cutting-edge nature of the Firm's client, and was led by partner James Maher and attorney Casey O'Connell. Manufacturer Represented in Stock Transactions; Key Corporate Governance Issues Resolved; Halloran & Sage represented a Connecticut manufacturing company in two separate stock redemption transactions involving the company's principal shareholder and a longtime member of the board of directors. The transaction involving the principal shareholder was tailored to maximize the shareholder's gifting limits under federal tax law, while the transaction involving the board member necessitated the resolution of corporate governance issues to properly proceed. The firm, led by partners James Maher and Vincent Liberti, Jr., and attorney Casey O'Connell, navigated the company through these issues to achieve successful redemptions within a year-end timeframe.Regional Bank Represented in Loan Facilities for CT Family-Owned Business; Halloran & Sage represented a large regional bank in negotiating, documenting and closing a restructuring of two separate loan facilities to a Connecticut family business. The terms of the restructuring allowed the business to avoid foreclosure while protecting the bank's long-term interests. The transaction, led by business law partner Robert Cox and attorney Casey O'Connell, involved the creation of a custom omnibus loan modification document and the resolution of various security interest issues and due diligence matters.Incentive-Based Compensation Programs Formed for Asset Investment Management Firm; Halloran & Sage represented an asset investment management firm in the creation of two incentive-based compensation programs for employees of a company that the management firm's associated investment controlled. The compensation programs constructed and executed by business law partner Robert Cox and attorney Casey O'Connell were uniquely tailored to the company's structure and needs, and included employee compensation methods that were pegged to the reduction of the company's debt and indexed against the appreciation in the company's potential acquisition value. The solutions allowed the company to properly incentivize its employees while ensuring that the compensation arrangements appropriately fit into the company's complex financing structure.Manufacturing Company Represented in Asset Sale; Halloran & Sage represented a Connecticut manufacturing company in the negotiation, documentation and closing of a sale of the majority of the company's assets. The complex and wide-ranging transaction led by business law partner Robert Cox and assisted by attorneys Matthew Teich and Casey O'Connell included negotiated solutions regarding the status of the company's inventory, real estate, accounts, liabilities, employment matters and contractual obligations, and was closed in time to meet a strict year-end deadline. As part of its representation of the company, Halloran & Sage also effectuated a restructuring of the company's various business entities in the immediate aftermath of the asset sale to help the company successfully manage difficult taxation issues.Business Entity Restructured after Dissolution and Merger; Halloran & Sage represented a Connecticut manufacturing company in a significant restructuring of its business entities in the immediate aftermath of an asset sale. The restructuring, included the creation of a new limited liability company, the merger of a corporation with and into an LLC, and the dissolution of an existing LLC. Each step of the transaction, led by business law partner Robert Cox and attorney Casey O'Connell involved precise timing to allow the principals of the companies to successfully navigate complex taxation issues by effectuating the restructuring during the small window of time between the execution of the asset sale and the end of the calendar year.Large Regional Bank Represented in Loan Facilities to CT Property Manager/Developer; Halloran & Sage represented a large regional bank in the negotiation, documentation and closing of mortgage and construction loan facilities to a Connecticut property manager and developer. The Firm, led by real estate partner James Maher, environmental partner Ann Catino and attorney Casey O'Connell, assisted the lender in navigating through the resolution of environmental issues with respect to the subject property and to promptly close and fund the loan within a strict year-end timeframe.H & S Helps Sales Finance Company Position Itself for Continued Growth; Halloran & Sage represented a sales finance company in closing a transaction that established a line of credit with a regional bank that allowed the young company to continue to expand at a rapid pace. Partner James Maher and associate Casey O'Connell helped the company through a lengthy and comprehensive due diligence process that involved the application of voluminous statutes and wide-ranging regulatory schemes to the company's unique business model. The H&S team helped the company to successfully close the loan transaction and to properly position itself for growth within a complex regulatory framework.H & S Creates and Documents Complex Contractual Mechanisms for Association of Public Utilities; Halloran & Sage represented an association of public utilities in the preparation of an agreement governing the relationship among the association's members. The H & S team, consisting of partners Peter Boucher, James Maher and Alan Curto and associate Casey O'Connell, drafted an agreement from scratch that created numerous and complex contractual mechanisms to ensure that the interests of each of the various public utilities were adequately addressed with respect to a wide range of financing and governance issues. Halloran & Sage's extensive experience in the areas of contract preparation, municipal law, corporate governance, and regulatory matters were all drawn upon to complete the matter within the agreed-upon timeframe and budget.Regional Communications Firm Closes Private Equity Placement; Halloran & Sage represented a regional communications corporation in a $1.8 million private equity placement. The H & S team, consisting of partners James Maher and Suzanne Scibilia and associate Casey O'Connell, helped the client navigate through federal securities law requirements and the blue sky laws of multiple states, and also negotiated and documented the transaction in a stock purchase agreement whereby the client received cash in exchange for newly-issued shares. H & S solved corporate governance issues to avoid delaying the deal's tight timeframe and devised unique contractual mechanisms to ensure that the two-tiered structure of the transaction was properly documented in an initial closing while providing for a possible second closing that was contingent on the occurrence of certain events.H & S Helps Local Software Firm Raise Capital; Halloran & Sage represented a Connecticut software developer focused on educational mobile applications to raise $100,000 fund its continued growth through a secured debt issuance. Partner James Maher and associate Casey O'Connell helped the client to negotiate and document a loan agreement and a promissory note, along with security agreements covering both physical assets and intellectual property.H & S Helps Client Recover Its Losses After Asset Sale Default; Halloran & Sage represented the seller of a business foreclose on its security interest in the business's property following a default by the buyer on a promissory note that had been issued in an asset sale. Partner James Maher and associate Casey O'Connell applied the client's statutory protections under Article 9 of the Uniform Commercial Code to properly effectuate a strict foreclosure of the collateral, and also helped the client to exercise remedies available to it under a lease of real property that had been granted to the buyer.Multifaceted Health Care Development and Construction Deal Negotiated, Documented, and Closed; Halloran & Sage successfully counseled a large Connecticut construction and real estate firm through the negotiation, documentation, and closing of the development and construction a new health care facility and an adjacent medical office building. The project involved the negotiation and preparation of a participation agreement, a purchase and sale transaction, reciprocal easement agreements, construction contracts and leases. Additionally, Halloran & Sage represented its client in securing and documenting $19,500,000 of construction financing.; The Halloran & Sage team was led by real estate partner James Maher and also included real estate associates Matthew Teich, Jaimee Newman and Casey O'Connell, construction partner William Wilson, II, and legal assistant Karel Ortolani.Fairfield County Startup Assisted in Strategic Manufacturing, Advertising and Consulting Arrangements; Halloran and Sage has creatively assisted a Fairfield County startup in the consumer products space enter into strategic manufacturing, advertising and consulting arrangements financed with equity. Partner Henry Beck, Counsel Les Grodd assisted by Attorneys Casey O'Connell and Eric Bernheim devised the structure for these transactions, led the negotiations and handled securities law compliance.H & S Counsels Client in Drafting of Operations & Maintenance Agreements; Halloran & Sage drafted operations and maintenance agreements for a quasi-public agency with respect to numerous sites within its state-wide network of facilities. The agreements were uniquely tailored to reflect the client's status within the applicable governmental and regulatory framework and to conform to the specific and varied operational needs of each facility.H & S Assists Quasi-Public Entity in Producing Waste Management Services Agreement; Halloran & Sage created the contractual mechanisms through which a quasi-public agency was able to provide waste management services to various Connecticut municipalities. The contracts were tailored to ensure that the client's unique waste processing requirements were met and that appropriate governmental and regulatory requirements were addressed while also providing for the client's operational needs.
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Office Information

Casey D. O'Connell

225 Asylum Street
HartfordCT 06103


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