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.