More specifically, Adam has extensive experience with respect to local, national and international/cross-border transactions on the areas of business formation, buy-sell agreements, equity and debt financings, mergers and acquisitions, capital raises, real estate financings, technology development and licensing, trademark issues, employment matters, and many other types of commercial transactions for a wide range of clients, with businesses focused in many industries.   While Adam has the sophistication to represent large multi-million dollar transactions, he also handles smaller matters for his client-base.

 

Given Adam’s unique business background, while he regularly serves his clients in the capacity as counsel, he uses his business acumen to assist his client to obtain their goals and objectives.  Illustrating his “hands on” involvement, over the past seven years, Adam has acted as general counsel to a U.S.-headquartered international software company that has grown from a $15MM, mid-sized firm to a full-fledged international market-leader that now generates over $200MM annually in revenues, and is growing at an extraordinary industry-leading pace.

 

Adam is ready to tackle his client’s needs in a fashion that’s always responsive and insightful. And with a growing practice, Adam welcomes all new client inquiries.

 

REPRESENTATIVE TRANSACTIONS

 

Mergers & Acquisitions

 

• Merger of Software BusinessES: Represented purchaser of several software businesses and consulted with various counsel in stock-swap/cash transactions.
• ACQUISITION of TECHNOLOGY Business: Represented purchaser of technology business and consulted with various counsel in stock-swap transaction.
• AcquisitionS OF INTERNATIONAL Company: Deal counsel for the acquisition of companies domiciled in: Denmark, Hungary, and Kazakhstan to name a few. Our client acquired these companies.  Prepared all definitive documents for underlying transaction and hired and managed local Danish, Hungarian, and Kazakhstanian counsel.
• Merger; Asset Purchase and Stock Purchases Various Businesses: Represented acquirer of numerous businesses among many industries (both national and international), each of which was a multi-million dollar transaction.
• Sale of Real Estate BrokerAGE Business:  Represented Seller of real estate brokerage business to large national brokerage firm.  Handled due diligence and all aspects of closing of transaction.
• Acquisition of Franchise Businesses: Counsel to various clients that acquired franchises such as, but not limited to, McDonalds, Quizno’s, and Subway. Prepared and negotiated all definitive documents.

 CAPITAL RAISES/Financings

 

• $25M Private Placement for Software Business:  Represented issuer in connection with its $25M private placement of shares to New York private equity firm.  Prepared and negotiated all definitive documents on behalf of client and the underlying deal.
• $50M Private Placement FOR TECHNOLOGY FIRM:  Represented issuer in connection with a $50M private placement of shares.
• $6M OFFERING BY NEWLY-FORMED PRIVATE EQUITY FUND: Represented newly-formed private equity fund in connection with a $6M offering.
• Line of Credit: Represented global technology provider in obtaining a $5 million line of credit, secured by certain assets.  Drafted and negotiated transactional documents, and authorizing resolutions and opinions in connection with the transaction.
• 35 Million Euro Loan: Served as deal counsel to 35 million Euro financing.  The loan was to be secured by assets of client located in 6 countries; hired and managed local counsel in each jurisdiction.  Prepared and negotiated various deal documents. 

General Corporate Representation/CORPORATE GOVERNANCE

 

• CORPORATE GOVERNANCE ISSUES; Directors and Shareholders Meetings: Counsel client interests during these critical formal corporate meetings; counsel board and shareholders on a regular basis.
• FORM BUSINESSES; Prepare and negotiate organizational documents: on behalf of clients for corporations, limited liability companies (LLCs), partnerships and business trusts for all types of businesses.
• Prepare shareholders agreements, Buy-Sell, Operating Agreements, Partnership Agreements and Joint Venture Agreements: Consult and prepare these agreements for various types of business transactions.
• STOCK OPTION PLANS: Prepare and advises clients with respect to stock option plans and other incentive-based equity.
• Employment Matters: Counsels his clients on employment matters and prepare and negotiate underlying documentation.
• Contracts: Prepare and negotiate vendor, supplier and other third party contracts on behalf of his clients.
• Representative industry groups in the General Corporate area: include but are not limited to the following business categories — technology companies, software developers, manufacturers, distributors, telecommunications provider, cell phone business, real estate developers, home builders, real estate holding companies, management companies, distribution companies, franchisees, restaurants, consulting firms, service businesses, contractors, and accounting and financial services firms.
• TECHNOLOGY Development/Licensing: Prepare and negotiate technology service and development agreements, licenses, and statements of work, work orders and related documentation for clients.  Transactions were negotiated with industry-leading companies, for agreements with clients, with companies such as: Google, IBM, Sun Microsystems, Aramark, Target, Cargill, Deutsche Bank, Barclays Bank, and BlueCross BlueShield.

Acquisition & Sale of Real Property/Financing/Leasing

 

• Acquisition of $72 million Apartment Complex: Represented Buyer in the acquisition and subsequent refinancing of 640+ unit apartment complex located in Maryland.  Drafted and negotiated documents in connection with the financing and refinancing of that transaction.
• Acquisition of Office Buildings $140M Located in Pennsylvania AND $100M LOCATED IN OHIO: Represented Buyer in the acquisitions.  Drafted closing documents for the acquisition and financing of that transaction and drafted opinions.
• Sale of Commercial Building $2.25M Located in Baltimore: Represented Seller in the sale of $2M+ commercial building that is being converted into a hotel.  Negotiated and drafted all definitive documents relating to this deal.
• Sale of Real Estate Project for $400 Million: Represented Seller in $400 million sale of real estate projects located in Maryland to a large developer structured in the form of a joint venture/contribution.  Drafted transaction documents and conducted due diligence relating to the transaction.
• Various Purchases/Sales of Office Space Projects in Maryland, District of Columbia (DC) and Virginia -- for Private REIT: Represented REIT in the purchase and sale of various office space real estate projects located in Maryland, the District of Columbia (DC) and Virginia.  Each transaction ranged from $10 million to $60 million deals.
• Various Purchases, Sales, Joint Ventures of Office Space, Shopping Centers, Malls, Strip Centers and Development Projects in Various States Throughout the United States (US): Represented various clients in the purchase, sale and joint ventures of various real estate projects; hire local counsel as necessary.
• Local Counsel Dealings: Served as Maryland “local counsel” to large law firms located in New York, Philadelphia, and other large cities located within the United States.

Trademarks

 

• Trademark Prosecution:  Prepare and file applications with the United States Patent & Trademark Office for clients seeking protection of their trademarks.  Handle full prosecution of applications.
• Trademark INFRINGEMENT ACTIONS:  Represented both alleged infringers and owners in various trademark disputes.
• Trademark Cancellation Proceeding:  Represented international client in cancellation proceeding of its trademark in the United States.

PUBLICATIONS & PRESENTATIONS

 

“In a Struggling Economy, M&A Deals Get Done Only With Creativity” Baltimore Business Journal, February 6-12, 2009, at 19; (co-authored with Ed Jacobson).

 

“Closing without Cash; Creative Ways to Accomplish M&A Deals in a Tough Economic Environment,” Baltimore SmartCEO Magazine, January 2009.

 

“New World Meets Old World: How Innovative Law Firms Save You Time, Energy, and Money – When Doing Deals!,” Baltimore SmartCEO Magazine, February 2007.

 

 “What’s in a Name?  Legally Speaking, There are Factors to Consider,” Baltimore Business Journal, February 18-24, 2005, at 20.

 

“What’s in a Name?  For Starters, A Few Legal Points,” Boston Business Journal, March 7, 2005, at 12.

 

M&A Seminar: Recently, Adam was a key speaker for a seminar on M&A activity.  The theme of the event was “A How To… Getting M&A Deals Done Despite the Current Economic Climate: Be Creative.”  This engagement was co-hosted by NQGRG and Glass Jacobson. 

 

Commercial Real Estate Seminars: Adam serves as a guest lecturer and presents seminars to leading commercial real estate brokers, with whom he addresses a number of key concepts regarding commercial leasing and purchase/sale of real estate transactions.  

 

Corporate Law/Business Transactions Symposium: Adam recently served as a panelist for Business Law at the University of Baltimore, School of Law symposium.  

 

RECOGNITIONS

 

Maryland’s Legal Elite by SMARTCEO Magazine, August 2005, 2006, and 2009.

 

ADMITTED TO PRACTICE

 

State of Maryland

 

EDUCATION

 

J.D., University Baltimore School of Law

M.B.A., University of Baltimore, Merrick School of Business

B.S., Towson University

 

PROFESSIONAL ORGANIZATIONS

 

Maryland Bar Association

American Bar Association

Marketing Committee for NQGRG

Recruitment Committee for NQGRG

Emerging Companies Section of Maryland Bar Association

United Way Young Lawyers Committee of Central Baltimore (2003-2005)

Advisory Committee for Business and Technology Court of Baltimore City Circuit Court (2002-04)

 

PROFESSIONAL BACKGROUND

 

CareFirst BlueCross BlueShield