Aaron A. Ghais

Aaron A. Ghais: Attorney with Shulman, Rogers, Gandal, Pordy & Ecker, P.A.

Biography

Business owners, CEOs, and investors turn to Aaron Ghais when they need an attorney who can help them get a deal done, whether it’s buying, selling, or financing a business. Aaron specializes in representing mid-market companies that aspire to grow through acquisitions.

Aaron’s clients benefit from his ability to lead them successfully through the M&A process using his creative problem-solving skills, well-honed business sense, and results-oriented style. As a former “big firm” lawyer who now serves as Co-Chairman of the Firm’s Business and Financial Services Department, Aaron leverages the knowledge gained through almost 20 years of successfully completing complex transactions to accomplish his clients’ objectives and overcome their legal and business challenges. (Please scroll down to see testimonials from some of Aaron’s clients.)

Aaron has a national practice representing corporate, venture capital, and private equity clients in connection with a variety of transactional and securities matters. These include mergers, acquisitions, dispositions, exchanges, and joint ventures, as well as venture capital financings, securities offerings, debt financings, recapitalizations and other strategic transactions.

He has been involved in all phases of the transaction process, including structuring, negotiation, implementation, and ongoing post-transaction advice. Aaron also regularly advises clients on a wide range of corporate, securities and other business-related matters; often serves as outside general counsel to a number of his clients; assists entrepreneurs and startup companies in connection with their formation and financing; advises boards of directors on various aspects of corporate governance; and represents funds that invest in early-stage and technology companies.

Often recognized for his thought leadership, Aaron is the author of “ Getting Deals Done, ” a blog addressing issues faced by those looking to buy, sell, and finance businesses. He authored the article “State Treatment of LLC Interests as Securities,” which appeared in the Journal of Limited Liability Companies. While in law school, Aaron served as the student Managing Editor of The Business Lawyer, which at the time was a joint publication of the ABA’s Section of Business Law and the University of Maryland School of Law. Aaron also speaks regularly on business law topics and current developments in the deal markets.

He is a member of the ABA’s Section of Business Law and plays an active role in the Section’s Mergers and Acquisitions Committee. Among other things, he has served on the ABA Subcommittee on M&A Market Trends and the ABA Subcommittee on Public Company Acquisitions.

Aaron spent six years at Sidley Austin LLP in Washington, D.C. before joining Shulman Rogers in 2007.

Testimonials

“Aaron and his colleagues did an impressive job getting a very complicated deal done for us under challenging circumstances. I really respect the job that he and his Shulman Rogers team did for us. I will be referring future work to Shulman Rogers for sure!”

- Sam Corbitt, CFO
Siege Technologies, LLC

“I have been a client of Aaron’s for nearly three years. In that time, I have found him to be thoughtful, supportive, level-headed and, when necessary, forceful and persuasive. I’ve valued Aaron’s integrity and guidance on a wide number of issues and challenges. He has been very good at keeping me focused on the end goal, even when it seemed at times to be very far away. In a recent sell-side transaction, he was quite adept at sorting out complicated issues, negotiating favorable terms, and driving the transaction to a successful closing. He continues to provide ongoing legal counsel and, in doing so, continually adds value.”

- Elliot Rosen, Co-founder
BayFirst Solutions

“Aaron and his team displayed exceptional professionalism, dedication and hard work to help me close a sale transaction in record time. The timing was unusual and borderline unrealistic! The fact that Aaron and his team found a way to stay on top of the process is greatly appreciated and speaks volumes to his commitment to excellence! I am sure that I’m not Aaron’s only client, but everything that he’s done to-date makes me feel like I am his only client. His focus and commitment allowed us to get my company sold the right way and on time. I am grateful for that! That is a class-act!”

- Sam Saab, Founder and CEO
Results Software

“I have worked with Aaron Ghais professionally for about seven years. The breadth of work covered within that short span could encompass of a lifetime. I have utilized Aaron for business formation, buy-sell agreements, employment law and litigation, as well as complex business planning. The best way to describe Aaron’s greatest asset would be to say he is the most interested person I know both professionally and personally. That’s not a typo. When called upon, you get his full undivided attention as if you are his only client. Additionally, he advises you based on your best interests which may not be the advice you want to hear necessarily, but ultimately is the most prudent, cost-effective approach. His mix of business knowledge and law have proven to be indispensable, as both need to be considered equally when advancing down a path. Additionally, while Aaron’s legal knowledge runs deep, he won’t pretend and provide a weak, uninformed opinion. However, he will find the answer to your question which is why I call upon him as my first stop on all legal issues.”

- Jeffrey S. Grinspoon, Co-Founder and Managing Director
VWG Group

“Aaron has been my trusted legal advisor since I launched my startup. We’ve experienced fantastic growth and success, but have also faced our fair share of challenges. Aaron has been there with me and for me, every step of the way, consistently providing thoughtful and timely legal and business advice. He’s pragmatic and practical, meaning he identifies what issues are important for my business and focuses on those issues without getting bogged down on arcane legal points that are not applicable to my business. On top of all that, he’s introduced me into his network and helped me grow my business. Aaron is exactly the kind of legal advisor every business owner wants and needs.”

- Thomas Prokop, Founder and CEO
Dinocrates Group, LLC

“We had a dream to grow Empire Petroleum into something big and we knew that with the right legal advisor and financial backing, we could make our dream come true. The Shulman Rogers Team helped us negotiate the private equity deal we needed to finance our growth, and then we worked elbow-to-elbow on 17 acquisitions over the next four years to grow the company exponentially. Shulman Rogers helped us put together a system to maximize speed and efficiency in each deal, and a creative fee arrangement that reflected a shared commitment to our business. The advice and service we received from Shulman Rogers was truly first-rate in every respect.”

- Travis Booth, General Counsel, Secretary, and VP, Corporate Development
Empire Petroleum

Results

Aerospace & Government Contractors

•Represented an aerospace company and a special board committee in a merger with another aerospace company, with a transaction value of approximately $75 million.
•Represented stockholders of a successful cryptographic security company in the sale of their stock to one of the largest U.S. government contractors for $9 million.
•Represented a major U.S. aerospace company in the sale of an unincorporated division to one of the largest Brazilian aircraft manufacturers for $5 million.

Technology and Biotechnology

•Represented a publicly traded biotech company in the acquisition of a distressed competitor for approximately $10 million plus a large earnout.
•Represented a prominent biotech company in a series of preferred financing rounds and acquisitions.
•Represented, as outside general counsel, a number of middle market and early stage technology companies throughout the mid-Atlantic region and nationwide; and assisted many of those companies with private placement transactions.
•Represented a number of technology companies in the negotiation and creation of joint ventures.

Private Equity and Venture Capital

•Represented a prominent private equity firm in the acquisition of television broadcast stations from a well-known broadcast company for approximately $125 million; and assisted in the formation and funding of the acquisition vehicle.
•Represented another prominent private equity firm in the acquisition of a German software company for approximately $130 million; and assisted in the formation and funding of the acquisition vehicle.
•Represented a Maryland-based venture capital fund in numerous preferred stock investments in middle market and early stage companies, including, most recently, a $7 million preferred investment in a successful call-center business.

Media & Entertainment

•Represented a prominent media company in the acquisition of assets from the then largest Canadian newspaper company for $235 million.
•Represented two cable companies in the sale of their assets to two national cable company owners, for $530 million and $175 million, respectively.

Energy

•Represented an oil distribution company in a $30 million private equity financing and, subsequently, in the acquisition of eight competing companies for purchase prices ranging from $5-100 million.

Financial Services

•Represented a Wall Street investment fund in a $71 million tender offer for shares of a public real estate investment trust.
•Represented several financial advisory firms in their transitions to different banking institutions, and one financial advisory firm in the acquisition of an ancillary employee benefit practice.

Hospitality

•Represented a restaurant and hospitality company in the acquisition of a well-known restaurant chain for approximately $20 million.

Real Estate

•Represented a number of real estate companies in the negotiation and creation of joint ventures.

Publications

Publications

Four Common “Deal Killers” for Buyers

August 23, 2016

News & Events

Seminars & Speaking Engagements

•“Understanding How Buyers Think: Insights that can help you close more deals and make more money” (Exit Planning Exchange)
•“How to Raise Money Without Giving Your Business Away” (The Power Conference)
•“How to Sell Your Government Contracting Business for Top Dollar”
•“Top 10 Legal Issues for Small Businesses”
•“Don’t Get Burned by the Boilerplate”

Also at Potomac, MD office

Areas of Practice (17)

  • Mergers and Acquisitions
  • Business and Financial Services
  • Securities
  • Commercial Finance
  • Startups and Emerging Growth Companies
  • Entity Formation
  • Business Planning
  • Finance/Capital Markets
  • International Practice
  • Hospitality Law
  • Government Contracts
  • Shulman Rogers NEXT
  • UCC and Commercial Law
  • Bank and Lender Services
  • Hospitality
  • Homeland Security
  • Startups

Education & Credentials

Contact Information:
(301) 255-0557  Phone
www.shulmanrogers.com
University Attended:
University of Maryland, B.A., cum laude, 1989; University of Chicago, M.A., 1991
Law School Attended:
University of Maryland School of Law, J.D., 1996
Year of First Admission:
1996
Admission:
1999, District of Columbia; 1996, Maryland
Memberships:

Professional & Community Affiliations

•ABA Section of Business Law, Mergers and Acquisitions Committee, Member
•Association for Corporate Growth (ACG), Member
•Exit Planning Exchange (XPX), Member
•Tech Council of Maryland, Member

Birth Information:
Boston, Massachusetts, 1966
ISLN:
911260913
Transactions:
REPRESENTATIVE TRANSACTIONS: Aerospace & Government Contractors: Represented an aerospace company and a special board committee in a merger with another aerospace company, with a transaction value of approximately $75 million.; Represented stockholders of a successful cryptographic security company in the sale of their stock to one of the largest U.S. government contractors for $9 million.; Represented a major U.S. aerospace company in the sale of an unincorporated division to one of the largest Brazilian aircraft manufacturers for $5 million.; Technology and Biotechnology: Represented a publicly traded biotech company in the acquisition of a distressed competitor for approximately $10 million plus a large earnout.; Represented a prominent biotech company in a series of preferred financing rounds and acquisitions.; Represented, as outside general counsel, a number of middle market and early stage technology companies throughout the mid-Atlantic region and nationwide; and assisted many of those companies with private placement transactions.; Represented a number of technology companies in the negotiation and creation of joint ventures.; Private Equity and Venture Capital: Represented a prominent private equity firm in the acquisition of television broadcast stations from a well-known broadcast company for approximately $125 million; and assisted in the formation and funding of the acquisition vehicle.; Represented another prominent private equity firm in the acquisition of a German software company for approximately $130 million; and assisted in the formation and funding of the acquisition vehicle.; Represented a Maryland-based venture capital fund in numerous preferred stock investments in middle market and early stage companies, including, most recently, a $7 million preferred investment in a successful call-center business.; Media & Entertainment: Represented a prominent media company in the acquisition of assets from the then largest Canadian newspaper company for $235 million.; Represented two cable companies in the sale of their assets to two national cable company owners, for $530 million and $175 million, respectively.; Energy: Represented an oil distribution company in a $30 million private equity financing and, subsequently, in the acquisition of eight competing companies for purchase prices ranging from $5-100 million.; Financial Services: Represented a Wall Street investment fund in a $71 million tender offer for shares of a public real estate investment trust.; Represented several financial advisory firms in their transitions to different banking institutions, and one financial advisory firm in the acquisition of an ancillary employee benefit practice.; Hospitality: Represented a restaurant and hospitality company in the acquisition of a well-known restaurant chain for approximately $20 million.; Real Estate: Represented a number of real estate companies in the negotiation and creation of joint ventures.

Peer Reviews

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*Peer Reviews provided before April 15, 2008 are not displayed.

Washington, District of Columbia

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