People
Marc R. Esterman

Marc R. Esterman

Counsel

Marc Esterman is a corporate lawyer who counsels and represents clients across a range of industries on mergers and acquisitions, commercial finance, private equity and debt investments, corporate secretarial practices, corporate governance, executive compensation, banking and lending, securities laws compliance, partnerships/joint ventures/LLCs, intellectual property licensing and commercial contracting. Marc also counsels clients on, and supports the corporate aspects of, commercial real estate ventures and transactions.

Marc’s transactional practice is particularly active in the technology sector, where he has represented owner/operators of technology parks, data centers and colocation facilities in complex acquisitions, dispositions and leases.

In addition to his transactional practice, Marc is often called upon to represent clients in an “outside general counsel” capacity, working directly with client business leaders to help them execute business initiatives.

Marc prepares and negotiates a wide variety of complex commercial contracts, including those that support the supply, procurement and customer-facing aspects of clients' operations, as well as master business forms. Marc has successfully closed hundreds of millions of dollars' worth of commercial contracts for various clients in support of their business operations.

Marc draws on his extensive corporate experience to provide practical, effective and efficient legal and business solutions to clients. Prior to joining Shipman, he practiced corporate law at other noted law firms as well as in-house, including serving as Senior Vice President of Corporate Affairs, General Counsel & Secretary of a publicly-traded internet and communications company and as Vice President, Assistant General Counsel & Assistant Secretary of a multi-national, publicly-traded commercial products company with $4 billion+ in sales.

Credentials

Education

University of Connecticut School of Law, J.D., 1990
Trinity College, B.A., 1986

Bar Admissions

Connecticut
New York
District of Columbia

Distinctions

Listed in Chambers USA, Corporate M&A (2024)
Listed in The Best Lawyers in America®: Corporate Law (2024-2025)

Professional Affiliations

American Bar Association
Connecticut Bar Association
Fairfield County Bar Association
New York State Bar Association

Experience

Business & finance

Represented U.S. data center company in equity and debt financings to support infrastructure expansion

Represented U.S. data center holding company, as issuer and borrower, in $33M preferred stock and $200M debt financings, in furtherance of the build-out and improvement of several U.S. data centers, and related closing of master colocation agreement with strategic operator.

Growth Capital Financing

Represented a leading provider of cloud, connectivity and data center services for enterprise, carrier and content customers, in the refinancing of its existing debt and its securing of additional debt financing commitments from a group of lenders, in furtherance of the client’s growth initiatives.

Executive Compensation

Represented numerous employers and senior executives in the negotiation and drafting of various executive compensation arrangements, including equity-based compensation plans, executive employment agreements and severance agreements, across various industries.

Commercial contracts

Representation of National Hybrid Data Center/Cloud Computing Company

Responsible for drafting forms of master services agreements and service orders in support of national hybrid data center/cloud computing solutions company’s broad product/services suite, including integrating customer agreements and product/service descriptions of acquired businesses into the company’s portfolio.

Representation of Global Professional Services Company

Represented global, professional services company in successfully drafting, negotiating and closing numerous commercial contracts and contract assignments with customers and vendors, including in support of integration of acquisitions and divestiture of certain businesses.

Representation of SaaS Company

Represented software-as-a-service (SaaS) company in the preparation of its go-to-market customer service agreement and statement of work (SoW) templates, in furtherance of the company’s growth plan.

Representation of Global Manufacturing Company

Represented global, multi-billion dollar revenue manufacturing company in drafting, negotiating and closing numerous commercial contracts with customers, suppliers and other commercial partners, and RFPs, across diverse industry segments.

Commercial real estate

Provided Counsel in $200 Million Financing of NYC Paramount Building

Provided counsel to the ownership of the iconic Paramount Building in Times Square in the negotiation of a $200 million commercial mortgage-backed security (CMBS) loan.

$450 Million Joint Venture to Acquire Fee Interest in the "Lipstick Building"

Represent affiliates of Ceruzzi Holdings and Shanghai Municipal Investment in a joint venture to acquire fee interest in 885 Third Avenue (the “Lipstick Building”). The transaction was a $450 million +- complex debt and equity structure and involved advice relating to unique ground lease and fee issues as well as multi-tier entity ownership structure.

Multi-Year Development of Major Manhattan Mixed-Use Properties

Represent affiliates of Ceruzzi Holdings in connection with a multi-year development of major mixed-use properties located at 86th Street and Lexington Avenue and 50th Street and Lexington Avenue. Our representation has included advice in connection with complex land use and air rights matters, condominium, ground lease, multi-tier debt and equity structuring as well as leasing, construction and development matters.

Mergers, acquisitions & joint ventures

Cross Border Acquisition of Call Center Services Business

Represented a leading outsourced medical services company, as both buyer and borrower, in a cross-border transaction, which included the client’s acquisition of a call center services business based in the Dominican Republic, and, on a parallel track, the securing of an acquisition loan from a financial institution, in furtherance of the client’s growth plan.

Acquisition of National Colocation, Network and Cloud Services Provider

Represented a leading national provider of network-centric colocation and other Infrastructure-as-a-Service (IaaS) solutions, in its acquisition of a national provider of tailored colocation, network and cloud services to large and mid-size enterprises, thereby solidifying the client buyer’s position as one of the largest, privately held IaaS providers in the Eastern U.S. The representation included the negotiation of executive employment agreements with target’s management team.

Acquisition of NJ Data Center

Represented a leading provider of cloud, connectivity and data center services for enterprise, carrier and content customers, in its acquisition of 100% of the equity interests of a premier New Jersey data center and colocation business, in furtherance of client’s growth strategy.

Acquisition of U.S. Data Centers

Represented privately-held, EU-based investment firm in its acquisition, through a U.S. operating subsidiary, of data centers on the West Coast of the U.S.

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August 15, 2024