Frank Ciatto helps entrepreneurs succeed in new and existing business ventures. His legal knowledge and practical experience help ensure that owners and investors realize the full value of their ideas and investments. With nearly 20 years' experience launching new ventures, Mr. Ciatto focuses on mergers and acquisitions, limited liability companies, private equity investments, tax and accounting issues, corporate finance transactions and succession planning. In addition to his legal skills, Mr. Ciatto is a Certified Public Accountant, formerly with Coopers & Lybrand (now PricewaterhouseCoopers) in New York-experience he often uses to add value to his clients' transactions. He serves as corporate counsel to entrepreneurs and individual investors in a number of industries, including hedge funds, financial services providers, auto dealerships, securities companies, architectural consulting, advertising, software and technology providers, law firms and other professional service providers. Representative Clients · Conifer Securities, LLC, a registered broker-dealer and services provider to the hedge fund industry · Hausfeld LLP, a DC-based law firm · CTS Services, LLC, a mechanical services provider · CHL Business Interiors, Inc., a corporate furnishing design company · StrawberryFrog, LLC, a New York-based advertising company · Brailsford & Dunlavey, Inc., a DC-based architectural consulting firm · Entertainment Software Association, an association dedicated to the video game industry · Two major auto dealers in the DC Metropolitan Area · Two major private equity investors Significant Matters Mr. Ciatto has recently represented clients in wide range of transactions, acting as: · company counsel in the private equity investment in The Conifer Group, LLC; · purchaser's counsel in the redemption of a majority of the stock of the founder of CHL Business Interiors; · purchaser's counsel in the purchase of a majority interest in CTS Services, LLC; · purchaser's counsel in the purchase of the stock of iMapData, Inc. from ChoicePoint Government Services Inc.; · corporate counsel to Odyssey Investment Management, LLC and Alexandra Investment Management, LLC, in drafting, negotiating and reviewing limited liability company agreements, limited partnership agreements, executive compensation and other employment-related contracts, ISDA Master Agreements, investment agreements and fund-related documents and other matters; · seller's counsel in the sale of a major security-systems firm, Kastle Holding LLC, the owner of Kastle Systems International LLC, in the sale of the Kastle Security Systems; · seller's counsel in the sale of North American Housing Corp. and North American Housing Sales Corp. to a subsidiary of Champion Enterprises, Inc.; · seller's counsel in the sale of Benefit Partners, LLC to Alliant Resources Group; · lender's counsel in connection with credit facility provided by Wachovia Bank, N.A. to MVM, Inc.; · counsel in the sale of Severn Healthcare, Inc. to Woodhaven Infusion Services, Inc.; · seller's counsel in the sale of the retail division of Boat America Corporation to West Marine, Inc.; · borrower's counsel in connection with credit facility provided by Mercantile Bank to Ottenberg's Bakers, Inc.; and · counsel in the bankruptcy sale of the foreign and domestic assets of USA Floral, Inc. to ACON Investments, LLC. Mr. Ciatto frequently assists clients by drafting and negotiating key business documents, such as: limited liability company agreements, partnership agreements, stockholders agreements, executive employment agreements, severance agreements, stock-option plans and grant agreements and other corporate agreements. Activities Until recently, Mr. Ciatto served as the Hiring Partner of Venable's Washington, DC office and is a member of the firm's Diversity Committee. He was elected in July 2003 and re-elected in 2006 to the Board of Governors of the Georgetown University Alumni Association. The Board of Governors is the governing body for all undergraduate and graduate schools of Georgetown University. He currently serves as a member of the Executive Committee and as the Chair of the Class Advancement Committee. Mr. Ciatto currently serves as Communications Chair of his undergraduate class at Georgetown University for its 25th Reunion. He previously served as Communications Chair for his 20th Reunion and Fundraising Chair of his class. Until recently when the sporting activities of his three daughters took precedence, Mr. Ciatto played in the Maryland division of the Ponce de Leon 30-and-Over Baseball League. He is now coaching his daughters' softball and girls' basketball teams, and their co-ed little league teams. Memberships American Bar Association, Corporations Section, Mergers & Acquisitions Subcommittee DC Bar, Corporations Section News August 3, 2010, DC Economic Partnership awards EnviRelation LLC $100,000 investment capital prize and Venable pro bono legal services May 25, 2010, Frank Ciatto and Joe Walker featured in The Notebook Q & A April 2, 2010, Frank Ciatto and Joe Walker participate in DC Economic Partnership Business Plan Competition July 30, 2009, Frank Ciatto and Joe Walker participate in DC Economic Partnership business plan competition March 6, 2003, Venable Represents Boat America Corporation (BoatU.S.) in Sale of Division to West Marine Publications September 2011, Diligence in Business Transactions: A Brief Primer
Frank A. Ciatto, Stephanie T. Anelli, Joseph B. Walker
Corporate Alert April 2011, SEC Considers Extending Compliance Dates for Private Fund Adviser Registration and "Mid-Sized Adviser" Transition to State Regulation
Richard A. Johnson, Eric R. Smith, Frank A. Ciatto, Nancy R. Grunberg, Elizabeth R. Hughes, Treazure R. Johnson, George Kostolampros, Stephanie T. Anelli
Client Alerts February 2011, Inside the Minds: Business Due Diligence Strategies, 2011 ed.
Frank A. Ciatto, Joseph B. Walker
Aspatore Books from West August 2010, Potential Hidden Implications of Registration Act Revisions to Accredited Investor Standard
Frank A. Ciatto, Nancy R. Grunberg, Elizabeth R. Hughes, Treazure R. Johnson, George Kostolampros, Mark S. Vecchio, Thomas D. Washburne, Jr., Stephanie T. Anelli, Uyen H. Pham, Eric R. Smith
SEC Update July 2010, Implications of the Private Fund Investment Advisers Registration Act of 2010 for Hedge Fund and Private Equity Fund Managers
Frank A. Ciatto, Nancy R. Grunberg, Elizabeth R. Hughes, Treazure R. Johnson, George Kostolampros, Stephanie T. Anelli, Eric R. Smith
Client Alerts March 31, 2009, Treasury and the SEC Intend to Require Managers of Hedge Funds to Register
Frank A. Ciatto, William J. Donovan, Charles J. Morton, Jr., Robert L. Smith, II February 24, 2009, Practical Due Diligence Considerations for Nonprofit and Other Investment Fiduciaries
Jeffrey S. Tenenbaum, Robert L. Waldman, Frank A. Ciatto
Nonprofit Alert
Related Topic Area(s): Corporate Governance September 1, 2002, Big Business in the World of Insolvency: Buying and Selling Businesses and Assets in Bankruptcy
Richard L. Wasserman, Frank A. Ciatto Events/Speaking Engagements Past Events October 12, 2011, "Key Issues in LLC, LLP and LP Agreements" for Virginia CLE
Frank A. Ciatto, Stefan F. Tucker June 28, 2011, "Directors of Private Companies: Duties, Conflicts and Liability" live teleseminar for the Professional Education Broadcast Network
Frank A. Ciatto December 15, 2010, "Partnership and Limited Liability Company Agreements," teleseminar for Professional Education Broadcast Network
Frank A. Ciatto, Brian J. O'Connor October 7, 2010, "Advising Foreign Nationals on Starting a Business in the United States" at DC Bar Association meeting
Frank A. Ciatto August 3, 2010, "Buy-Sell Arrangements in Limited Liability Companies" live teleseminar for Professional Education Broadcast Network
Frank A. Ciatto |