Practices
Business and Corporate

Business and Corporate

Our Business and Corporate practice group has experience handling a wide variety of business-related issues for clients including, startups and emerging companies, closely held and family businesses, middle market and public companies, as well as non-profit organizations. Our lawyers provide sophisticated advice on a wide variety of business, corporate and transactional matters, ranging from the financing and structuring of public or private deals to general corporate counseling. Whether a transaction involves the formation of a new business; the creation of a joint venture, a merger, acquisition, or business continuity planning for closely held companies, our lawyers have the skills and experience to help you accomplish your goals. Shipman’s business lawyers represent public and private companies, including businesses that are local, regional, national, and international in scope. Our clients include businesses at all stages of development, including startups and emerging companies; closely held and family businesses; middle market companies; quasi-public agencies; and non-profit organizations.

Our corporate lawyers advise clients in industries as diverse as private equity and venture capital, information technology and software, wireless technologies, telecommunications, e-business, manufacturing, distribution, banking, insurance, health care, environmental matters, specialty materials, real estate construction and development, transportation, retail and wholesale marketing, investment banking and advisory services, hedge fund investing, public utilities, professional and consulting services, and agricultural business.

Our team of over 50 lawyers provides a full range of services to our business clients, including corporate, securities, mergers and acquisitions, private equity, e-business, environmental, tax and contracting.

Our team of business lawyers pride themselves on giving practical, business-oriented and creative advice, with broad industry knowledge in those sectors in which our clients do business. Our goal is to help you achieve your strategic goals by provide you with operational and transactional successes.

Mergers, Acquisitions and Joint Ventures

Companies are finding new and innovative ways to collaborate and work together. Shipman can help you structure partnership arrangements, joint ventures and strategic alliances. We start by listening to your goals and objectives so that we can chart a course to make the strategic alliance successful. Together, we can navigate through the myriad of issues and headwinds that you may face.

Securities

Shipman's lawyers provide practical legal advice on transactions involving significant federal and state securities law issues, such as private placements, mergers and acquisitions, and complex financing transactions. The firm also provides legal services to securities professionals and other securities industry participants, including broker-dealers, investment advisers, commodity trading advisor and transfer agents.

Corporate Trust

For over 30 years, our Corporate Trust group has worked closely with the corporate trust departments of major national banks, representing them as corporate trustees, owner trustees, indenture trustees, escrow agents and collateral or security agents in a wide variety of corporate debt, leveraged lease, bond, and secured financing transactions and defaults. We routinely work with major equity and debt participants across the country, as well as firms in New York, Chicago, Los Angeles, and many other cities, in bringing these complex transactions to a successful close, and representing our clients in fulfilling their obligations and exercising their rights when defaults occur.

Read more about Shipman's Corporate Trust team.

Private Equity and Venture Capital

Across the many industries to which we provide legal services, private equity is often the fuel for growth. Whether launching a startup, helping a mature company with its capital needs, or funding ownership changes, we help our private equity clients take measured risks and to positively impact companies. For years, we have been part of those efforts.

Outside General Counsel

Shipman recognizes that many businesses rely on outside counsel to act as their in-house legal counsel or to supplement in-house legal counsel. Shipman serves as outside general counsel to those businesses without in-house legal counsel, and is available to provide support to supplement the experience and capacity of clients with in-house legal counsel. We regularly act in a general counsel role for a large number of clients across a variety of industries and customize our services based upon each client’s individual needs.

Business & finance

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.

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.

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.

Commercial contracts

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.

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 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.

Commercial real estate

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

Affiliates of Ceruzzi Holdings

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

Affiliates of Ceruzzi Holdings

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.

U.S. Technology Parks and Facilities

Represent privately-held, EU-based investment firm in its acquisition, sale and/or lease of various tech facilities in the U.S.

Counsel

General Counsel to Global Automotive Technology Leader

Assist global automotive technology leader in engine-based fuel and air management systems, specializing in gasoline and diesel fuel injection systems. Our representation involves licensing, supply chain contracts, product development, environmental matters, real estate, import/export compliance, and employment and employee benefit matters.

National Architectural Firm

Assist architecture firm that has integrated construction services, landscape architecture, structural engineering, and interior design. Our representation involves governance, contracting, employment and employee benefit matters, finance, and mergers and acquisitions.

Financing

Food and beverage

Local, State, and Federal Agriculture and Food Manufacturing Licensing

We have assisted various clients, including farms, consumer packaged goods (CPG) companies, and “non-traditional” food clients (such as independent schools) evaluate and navigate a variety of permitting, licensing, and registration requirements before local departments of zoning and public health, the Connecticut Department of Agriculture, and Connecticut Department of Consumer Protection. We have assisted clients apply for local food store/service licenses and state Food Manufacturing Establishment licenses (including for wholesale) as well as register with the state under the Produce Safety Rule. Recent examples include securing local and state approvals for a farm to install a shipping container converted into a hydroponic lettuce and herb garden.

Investment management

Negotiate Investment Management Agreements for Endowments

Assist independent schools and institutions of higher education with the review and negotiation of investment management agreements for endowments, including with respect to Outsourced Chief Investment Offices (OCIO). Advise schools with respect to master-feeder fund and fund-of-fund structures and investment documents for alternative investments in private investment funds, hedge funds and venture capital funds.

Litigation

Advised Client on National Antitrust Litigation Affecting the Dairy Industry

Agri-Mark, Inc.

Nine years of contentious litigation involving Shipman & Goodwin client Agri-Mark, Inc. came to an end in 2020. A class action lawsuit in the Southern District of Illinois brought by a national class of direct purchasers of cheese and butter alleged that dairy cooperatives, as members of the National Milk Producers Federation’s (“NMPF”) Cooperatives Working Together (“CWT”) program, conspired to increase the price of raw farm milk, butter and cheese, by funding CWT’s voluntary herd retirement program. Separately, retail chain Winn-Dixie Stores, Inc. brought its own antitrust suit in the Middle District of Florida, based on similar allegations. Plaintiffs and Defendant NMPF entered into settlement agreements in both cases in late 2019 and early 2020.

Mergers, acquisitions & joint ventures

Acquisition of Life Sciences Research Company

SARORAS Private Capital

Represented an affiliate of SARORAS Private Capital, a private equity fund that invests in growing companies in the technology-enabled services industry, in connection with its multi-million acquisition of InCrowd, Inc., a leading market research company in the life sciences industry. Our representation included both the creation of a new platform for the investor syndicate, as well as a merger transaction to acquire the target company.

Acquisition of Telecommunications Company Based in the Midwest

Represented a telecommunications company in connection with the acquisition of 100% of the stock of a national telecommunications company based in Michigan, by a new, wholly-owned acquisition subsidiary. The selling shareholders and the buyer entity agreed to file a Section 338(h)(10) election to treat the transaction as an asset sale for tax purposes, providing the buyer with a step up in basis and creating potentially more value to a subsequent asset buyer in the future. In addition to negotiating and preparing the stock purchase agreement and related ancillary documents, and reviewing the target company’s due diligence materials, our team also negotiated employment and non-compete agreements for the target company’s principal shareholders, who will remain with the company under its new ownership.

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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Quasi-public agencies

Formation of Spin Out for Connecticut Green Bank

Connecticut Green Bank

Shipman & Goodwin represented the Connecticut Green Bank in the formation of a non-governmental entity called Inclusive Prosperity Capital (IPC). IPC will operate Connecticut Green Bank programs that finance solar panel arrays and other energy offerings for low and middle-income homeowners, multifamily properties, small businesses, schools and nonprofits. IPC’s goal is to preserve Connecticut’s efforts to increase private sector investments in solar and other forms of clean energy. Our attorneys handled the organizational documents and the application for 501(c)(3) qualification for IPC, as well as administrative support agreements and board governance and approval issues, including the statutory authority of a quasi-public agency to create a non-governmental organization to carry out its purposes. The firm also obtained a favorable Advisory Opinion of the Citizen’s Ethics Advisory Board addressing “revolving door” questions arising as a result of the transition of certain Connecticut Green Bank employees to IPC.

General

Successful Affiliation of Two Major Healthcare Organizations

Lawrence + Memorial and Yale New Haven Health

A team of Shipman & Goodwin attorneys, led by Joan Feldman, assisted Lawrence + Memorial Hospital in the negotiation of its affiliation with Yale New Haven Health, and jointly represented both L+M Corporation and Yale New Haven Health in obtaining all the needed regulatory approvals from the State of Connecticut to complete the transaction, including certificate of need approval from the Office of Health Care Access for the system affiliation and the combination of the affiliated medical foundation. The affiliation process extended over an eighteen-month period with many complex regulatory hurdles, along with coordinated corporate, transactional, labor and employment, and environmental legal counsel.

$16M Tax Credit Financing Construction to Permanent Loan

$16M Tax Credit Financing Construction to Permanent Loan secured by leasehold mortgage in certain real property in Connecticut. The transaction also involved Low Income Housing Tax Credits (state and federal), a Department of Housing Loan, Section 8 Housing, an Affordable Housing Loan and a Subsidized Advance from Federal Home Loan Bank of Boston. Additionally, our environmental team advised on environmental and remediation requirements.

$52 Million Syndicated Credit Facility Closing

People's United Bank

Represented People’s United Bank (lender and agent) in the $52 million syndicated credit facility closing to a group of companies (owned by private equity fund CI Capital Partners) that supply research, industrial and medical gases wholesale to hospitals, universities and private customers. The facility will allow the group of companies to acquire other companies in the industry via stock and asset purchases. This complex closing involved a variety of financing, tax, intellectual property and ERISA issues requiring experienced legal counsel.

Senior Credit Facility Refinancing

Numet Machining Techniques Inc.

Our representation of Numet Machining Techniques Inc. and its parent company involved heavily negotiating senior loan documents, making the necessary amendments to mezzanine loan documents, and coordination of the complicated termination of an existing facility, all resulting in a successful senior credit facility refinancing for our client.

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