Representative Matters
Chad Gottlieb, assisted by Laura McCaskill, advised the founder of a specialty sporting goods company in resolving a minority shareholder impasse that was obstructing a contemplated growth‑stage equity financing under legacy governing documents. The engagement involved developing and executing a strategy to address adverse minority investors asserting blocking rights and economic leverage on non‑market, oppressive terms, culminating in a negotiated redemption that eliminated the minority constraint without resort to litigation. In parallel, the team structured and negotiated a significant equity capital raise and comprehensive recapitalization, including comprehensive revisions to the company’s governance framework and organizational documentation. The transaction was implemented through a coordinated two‑step closing that synchronized certain minority redemptions with the capital raise and governance overhaul. The integrated approach removed legacy constraints, restored financing flexibility, and provided the company with the capital raise and modern governance framework necessary to support its next phase of growth.
We assisted the Lake Wales (Fla.) Housing Authority on its closing of the Grove Manor Phase II redevelopment—a $28 million project that will bring 98 new family units to the community. The project is financed through a sophisticated structure that includes Florida Housing Finance Corporation Low Income Housing Tax Credits; Regions Bank serving as equity investor, construction lender, and Freddie Forward permanent lender; Polk County providing Local Government Area of Opportunity (LGAO) and State Housing Initiatives Partnership (SHIP) funds; and the Lake Wales Housing Authority contributing capital lease payment proceeds along with City of Lake Wales funds. Construction is underway and is expected to be completed by May 2027, marking a significant step forward in expanding high quality affordable housing for local families.
We earned summary judgment in a multifaceted shareholder dispute involving three interrelated business entities and overlapping commercial agreements. The plaintiff, a minority shareholder, alleged freeze out and sought to hold our client liable for aiding and abetting fiduciary breaches and civil conspiracy based on a long term lease, license, and asset purchase agreement. Navigating complex corporate relationships, contested ownership interests, and expansive theories of secondary liability, we presented a targeted, fact driven argument before the Massachusetts Superior Court’s Business Litigation Session. The court dismissed all claims against our client, removing them from the litigation months before trial and eliminating the cost and disruption of continued involvement.
On behalf of a distinguished New York-based private investment firm, we advised on its follow-on convertible senior preferred investment in a leading software, data, financial, and management services provider serving music artists and independent record labels, at a post-money valuation of $1.6 billion. The transaction was structured through a dual-class special purpose vehicle, including a blocker entity to accommodate offshore fund investors. We structured and negotiated the convertible senior preferred investment, handling all aspects of the transaction, including drafting and negotiating investment documents, amending and restating blocker entity and SPV governing documents, and coordinating closing.
We represented Mt. Zion AME Church of Riverview and the Tampa Housing Authority in connection with the development of Zion Village, a 75-unit affordable housing community for seniors in Hillsborough County, Florida. The work included structuring the faith-based and public private partnership and negotiating the complex financing structure, which included 4% Housing Credits; Bank of America equity and construction loan; Housing Finance Authority of Hillsborough County and Florida Multifamily Mortgage Revenue Bonds; Berkadia/Freddie Mac permanent tax-exempt loan; and Hillsborough County SHIP and HOPE loans.
We secured master plan approval for a proposed 275-unit apartment community in South Kingstown, Rhode Island, to be developed on underutilized property. Thirty percent of the units will be designated as affordable housing, helping to align with Rhode Island’s evolving housing development framework. We advised the developer throughout the master plan approval process, helping navigate the regulatory framework associated with Rhode Island’s comprehensive permit statute and recent housing reform initiatives.
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