Verrill Dana maintains one of the largest and best-established business law practices in New England. The firm has been a leading provider of legal services to corporations and other business enterprises in this region for more than 150 years, successfully guiding clients through enormous legal and economic changes over the decades. Along the way, our business law attorneys have become highly respected for their deep knowledge and broad experience in corporate law, mergers and acquisitions, taxation, securities law, commercial finance, intellectual property, and other related areas of practice.
The business law attorneys in the group are drawn from the nation’s best law schools and many have joined Verrill Dana in Portland or Boston after having worked for other prominent law firms in Boston, New York, Atlanta, Philadelphia and other leading legal centers. The lawyers in the Business & Corporate Group bring the skill of large-firm legal practice to bear on issues and transactions affecting our clients. This accumulated experience has been recognized by third-party rating organizations.
Members of our Business & Corporate Group currently serve as go-to counsel to several dozen companies, large and small, both public and private, spanning a broad range of industries and business sectors. In this capacity, they advise management, directors, and business owners about the full range of legal and regulatory issues these businesses confront. Except where the client’s needs dictate otherwise, our approach is to maintain one lead lawyer for the account who becomes intimately familiar with the operations and risks of the business. We believe strongly that thorough understanding of our clients' businesses is essential to providing useful and efficient legal advice on problems and opportunities the client may face.
In addition to serving as primary outside counsel, the business law attorneys in our Group have experience in a wide variety of transactions, working with attorneys from around the country and around the world. For example, we represent clients in mergers and acquisitions, reorganizations, joint ventures, private and public securities offerings, complex multi-party commercial financings, proxy contests, and takeover battles. In guiding clients through these transactions, the Business Law Group works closely with the firm's other practice groups, including Real Estate, Employee Benefits & Executive Compensation, Labor & Employment and Litigation & Trial.
The Business & Corporate Group includes well-regarded professionals with experience in fiduciary duty, securities law, and tax issues facing executives, directors, and owners of businesses. We advise numerous companies and individuals on compensation arrangements, conflicts-of-interest, and reporting obligations. We also are active in Bar Association panels that help draft or comment on proposed legislation affecting business organizations.
The attorneys in our Business Law Group are committed to assisting smaller and entrepreneurial businesses at the earliest stages in their development. Through the Small Business Counsel Program (SBCP) and the Securities Law Group, we represent a large number of start-up companies with an array of fixed-fee or deferred-fee services for typical legal matters that new businesses must address. Through this program, early-stage clients are able to access skilled counsel in matters of corporate law, securities, tax, commercial finance, and venture capital that might otherwise be unavailable to new and emerging businesses.
Drawing on our experience in securities law and our familiarity with a wide range of investment transactions, the Group has developed a large and growing practice representing venture capital firms and private equity firms. These matters include not only investment transactions but also the structuring and organization of investment funds and other pooled-capital arrangements.
Representative client engagements include the following:
- Represented a leading integrated supply chain services and logistics company in the increase of its US operations and its expansion into Canada through the acquisition of certain U.S. and Canadian subsidiaries of a publicly traded Canadian company and in obtaining and negotiating over $100 million in senior and subordinated debt.
- Represented one of the largest privately-held timber companies in the nation and developed an investment vehicle by which they could syndicate interests in timber holdings to wealthy families in need of multi-generational investments.
- Represented a substantial minority owner of a publicly-traded bank holding company in a proxy contest.
- Represented one of the largest commercial snowplow distributors in the nation in the sale of its business to a vertically-integrated snowplow manufacturing enterprise owned by a Philadelphia private equity firm.
- Represented one of the leading D&O insurance carriers to advise directors in a claim brought by disgruntled shareholders in connection with a sale of the assets of a Delaware corporation headquartered in Maine.
- Represented a manufacturer of highly specialized products for the health care industry in the sale of an interest of the company to a private equity fund based in New York City.
- Represented a venture-backed medical call center provider in the sale of its business to a public company.
- Represented a rapidly growing internet jobs posting business in a sale to a publicly-traded newspaper conglomerate.
- Represented a publicly-traded bank holding company in connection with its successful acquisition of another bank holding company, and the merger of the operating bank subsidiaries of both companies.
- Represented a small, publicly-traded biotechnology firm in a license of their technology to one of the world’s leading pharmaceutical companies.
- Represented the purchaser of a propane distribution business in Massachusetts, Maine, New Hampshire and Connecticut. The transaction involved complex environmental, real estate and labor issues, in addition to issues related to the acquisition and financing of a multi-state business.
- Represented a national payroll processing company in the acquisition of eight different payroll companies located around the country, including a competitor with offices and customers in numerous states.
- Represented the seller in the disposition of its electric generating business.
- Represented the acquirer of a cellular telephone business.
- Represented one of the nation's largest hydropower consultancies in a management buyout, the later development of an ESOP and an eventual sale of the company.
- Represented the Trustee in the sale of an operating railroad with operations in Maine, Vermont and Canada.
- Represented an emerging software company in raising equity funds.
- Represented a group of NGO's in a precedent-setting transaction involving several hydropower facilities.
- Represented a buy-out fund in acquiring and later selling a wood products manufacturing business.
- Represented a well-known health care consulting firm in negotiating contracts with many health care providers and, eventually, in the sale of the company to a publicly traded company.
- Represented a multi-national company in the acquisition of a pulp mill.
- Ongoing representation of a marketing and design firm in all aspects of its business, including contract negotiations, intellectual property, equity financing, debt financing and employee options.
- Ongoing representation of a multi-state metal recycling business.
- Ongoing representation of specialty publication business, including sales of titles and contract negotiations.
- Ongoing representation of innovative business that acquires environmental risk, including the design and negotiation of risk transfer agreements.
- Ongoing representation of payroll processing business, including acquisitions.
We have represented either the target or the bidder in every major takeover battle in Maine since 1985.
