EMerge: Updates and Merger & Acquisition (M&A) Hot Topics (2023 Business Law Section Program)
THURSDAY, FEBRUARY 9, 2023
12:25 Registration and Boxed Lunch
12:55 Welcome and Introductions
1:00 The "Stuff" Before the Purchase Agreement
Anderson T. Ellis, Van Winkle Law Firm, Hendersonville Matthew B. "Matt" Homan, Womble Bond Dickinson (US) LLP, Charlotte
Everyone knows how important a binding purchase agreement is to finalizing a transaction. But you can't ignore how important pre-agreement maneuvering is to advancing your deal. Hear about what to consider before the agreement — from owner issues to legal diligence matters to letters of intent — and how to use the time before anything is binding to help set the stage for future success.
2:00 Break
2:10 M&A Due Diligence Overview and Best Practices
Matthew L.C. Cox, McGuireWoods LLP, Charlotte J. Porter Durham III, McGuireWoods LLP, Charlotte Sarah F. Hutchins, Parker Poe Adams & Bernstein LLP, Charlotte
Receive an overview of the due diligence process in M&A transactions. This includes a discussion of general themes, timing of due diligence review relative to timing of the transaction signing and closing, common points of emphasis, and the implications of deal structure. Then discuss topical considerations, including the implications of rep and warranty insurance on due diligence, COVID-19 and CARES Act considerations, and technology and data privacy concerns.
3:10 Break
3:20 Avoiding Pitfalls and Maximizing Value Through Strategic Tax Planning in M&A Transactions
Chris N. Bobby, Manning Fulton & Skinner PA, Raleigh Thomas R. Crawford Jr., Thomas Judy & Tucker PA, Raleigh
Tax considerations find a way of commandeering M&A transactions, often in unanticipated ways and possibly years before a potential acquisition. Transactional attorneys can serve an important role in anticipating potentially derailing or value-maximizing tax issues. Learn about common pre-transaction tax structuring issues that can emerge years later in M&A due diligence, as well as important tax considerations that drive the structure of the deal before and during the purchase agreement negotiation process.
4:20 Break
4:30 Employment Considerations in M&A Transactions
Natalie K. Sanders, Brooks Pierce McLendon Humphrey & Leonard LLP, Greensboro
Whether you represent the seller or the buyer, the continued employment relationship of the parties post-closing can be an important negotiation point in M&A transactions. Hear about some of the topics you should consider when negotiating an employment agreement, including non- competes and post-closing transition. Additionally, explore some of the employment considerations pre-closing, such as employment representations in the purchase agreement.
Thomas J. "Tom" Molony, Elon University School of Law, Greensboro
Hear about recent business law judicial decisions from the North Carolina courts.
10:00 Break
10:10 Commonly Negotiated Points in M&A Purchase Agreements
Heyward D. Armstrong, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh Joshua M. Diver, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh
Explore important and often-negotiated topics in definitive M&A purchase agreements, including purchase price adjustment provisions, earnouts and termination provisions. While the topic of indemnification is covered in another session, this discussion flags key things to consider and pitfalls to avoid when drafting and negotiating important sections of a definitive purchase agreement, both in equity and asset transactions.
11:10 Break
11:20 Indemnification in M&A Transactions: Coverage, Claims, and the Impact of Representations and Warranties Insurance
Christopher C. "Chris" Anson, Fortis Advisors LLC, San Diego, CA Ann T. Dorsett, McGuireWoods LLP, Charlotte Christie A. Hartinger, Wyrick Robbins Yates & Ponton LLP, Raleigh Matthew Heinz, Lockton Companies, New York, NY
Indemnification provisions are some of the most heavily negotiated sections of an M&A purchase agreement and are significantly impacted by the use of transactional insurance. Hear from our panelists — practitioners from an insurance brokerage firm, a stockholder services firm and a deal lawyer in private practice — as they share their experience with indemnification terms, common indemnification claims and outcomes, and areas of particular focus for M&A lawyers.
1:10 Debt and Equity Considerations in M&A Transactions
Peter E. Bosman, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh Jordan L. Fieldstein, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh
Financing for an acquisition (how the purchase price is going to be paid and where the money will come from) carries considerations that sometimes are, but shouldn't be, overlooked in structuring and negotiating a transaction. Join us as we discuss some of the issues involved, whether using debt or equity, and the interplay between the purchase agreement and the agreements that govern the financing. Topics include basics of acquisition credit documents, financing conditions, subordination of earn-outs or seller notes, and best practices when involving lenders in the acquisition process, as well as equity considerations like the use of rollover stock and tax impacts of various structures on sellers.
2:10 Break
2:20 Special M&A Issues for Nonprofits
Peter G. Mattocks, Schell Bray PLLC, Greensboro Sarah M. Rozek, Fox Rothschild LLP, Greensboro
Nonprofit corporations have unique legal considerations when consolidating or changing form. This session highlights the common legal and practical issues that can arise under North Carolina law and federal tax law pertaining to tax exemption.
3:20 Break
3:30 Pro Bono – It's Not Just for Litigators Anymore*
Casey Burke, Charlotte Center for Legal Advocacy, Charlotte Todd Stillerman, Wells Fargo, Charlotte Kimberly E. Zirkle, Moore & Van Allen PLLC, Charlotte
We all know about the ethical aspiration of 50 hours of pro bono service, but how do you get in those hours without going to court? This panel educates and explores some of the ways that transactional attorneys can make an impact in their communities without having to utter the phrase, "May it please the Court."
The emphasis of this year's program is hot topics in mergers and acquisitions arising as the business community emerges from a difficult couple of years.
Contributors
Christopher C. "Chris" Anson
Christopher C. "Chris" Anson is the Associate Director, M&A Data and Analytics at Fortis Advisors LLC in San Diego, CA. He is responsible for the management of FORSITE, a first-of-its-kind, online, interactive deal terms tool that provides the M&A industry with current, comprehensive and customizable data. He works with counsel and investors during the pre-signing and closing period to provide them the benefit of Fortis' extensive deal experience and transactional data.
Prior to joining Fortis, Chris worked in the legal department at Activision-Blizzard and a number of venture-backed digital media startups.
Chris received a J.D. from the University of Michigan Law School.
Heyward D. Armstrong is a partner at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. His practice focuses on corporate and securities law, including advising companies and their officers and directors on public company securities compliance, public and private offerings, mergers and acquisitions, divestitures and corporate governance matters. These matters involve a variety of industries, including a focus on the pharmaceutical, biotech and other life sciences areas. Heyward co-leads Smith Anderson's Public Companies practice group.
Before joining Smith Anderson, Heyward practiced law at an international law firm in London, England, where his practice focused on advising U.S. and non-U.S. private investment funds and fund managers on a broad range of legal issues arising under U.S. federal and state securities laws and regulations.
Heyward is a member of the American Institute of Certified Public Accountants and the North Carolina Association of Certified Public Accountants.
Heyward received his B.S., magna cum laude, and M.S. in Accountancy from Wake Forest University and his J.D., with high honors, from the University of North Carolina at Chapel Hill School of Law.
Melissa W. Bailey is an Associate at Brooks Pierce McLendon Humphrey & Leonard LLP in Raleigh. She is a corporate transactional lawyer, representing clients in general business and transactional matters, entity formation, securities, and mergers and acquisitions. She represents clients in corporate transactions of all types, including mergers, acquisitions, divestitures, lending transactions, and financing transactions.
Melissa earned her B.A. from the University of North Carolina at Chapel Hill and her J.D., with high honors, from the University of Texas School of Law.
Chris N. Bobby is of counsel with Manning Fulton & Skinner PA in Raleigh. He is a member of the Corporate Practice Group. He advises clients on a wide range of federal income tax planning matters. These include mergers, acquisitions, restructurings and reorganizations, REIT transactions, partnership transactions, private and public securities offerings, financings, and private equity transactions.
Chris also has worked with numerous REIT clients in transactional and operational planning. He has worked with several multinational corporations and investment banks in connection with cross-border planning and U.S. tax reform. Additionally, he has experience assisting clients in disputing audits before the IRS.
Chris earned his B.A., magna cum laude, in Philosophy from Kenyon College and his J.D. from the University of Chicago Law School. During law school, He served on the Committee for Faculty Appointment, Committee for the Appointment of the Law School Dean, and as a staff member of the Chicago Journal of International Law. In addition, Chris had legal internships at Lawyers for Children and an AmLaw 100 firm. At Lawyers for Children, Chris assisted staff attorneys in providing guardian ad litem services to children in the New York state foster care system.
Prior to law school, Chris participated in the Teach for America program and served as a school administrator and teacher for KIPP Academy Lynn Collegiate. While at KIPP, Chris oversaw the development and implementation of a school-wide disciplinary system, including providing orientation for students and the use of evidence-based practices to improve faculty execution. He also partnered with Teach for America Massachusetts to help coach and develop teachers during a summer school-based training program.
Chris is licensed to practice law in Illinois, but is not yet licensed in North Carolina.
Peter E. Bosman is a partner at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He joined Smith Anderson in July 2012. He focuses his practice on domestic and international finance transactions, including acquisition financing, asset-based financing and real estate financing.
Peter has experience in a variety of commercial transactional matters, including secured and unsecured credit facilities, corporate securities, real estate acquisitions, and other debt and equity investments. He has also devoted considerable time to pro bono work in the areas of special education advocacy and representation of non-profit entities and to volunteering in youth athletics.
Prior to joining Smith Anderson, Peter practiced finance law in the Chicago office of an international law firm.
Peter earned his B.A., with honors, from the University of North Carolina and his J.D. from the University of Virginia School of Law.
Casey Burke is a Pro Bono Specialist at Charlotte Center for Legal Advocacy in Charlotte. She leads the Mecklenburg County Access to Justice Pro Bono Partners Program. She identifies areas of need and then recruits and trains private lawyers to represent clients in numerous areas of law. She is passionate about engaging the private bar to close the access to justice gap and serve as many clients as possible. She is also enthusiastically involved with the NCBA's Diversity, Equity and Inclusion Committee, as well as numerous community outreach activities at the Center.
Before joining CCLA in April of 2022, Casey worked for a small firm in Charlotte for two years doing criminal defense and juvenile court work. She represented people accused of misdemeanors and felonies in District and Superior Court in Mecklenburg County, as well as juveniles charged with delinquency offenses and parents in abuse and neglect proceedings. Before that, she was a defense attorney for a medical malpractice firm in Manhattan, representing physicians, doctors, and hospitals against malpractice claims. Prior to that, Casey practiced for eight years as a staff attorney at the Legal Aid Society Criminal Defense Practice in the Bronx. In that capacity she represented clients who could not afford to retain legal counsel accused of all levels of criminal offenses, including numerous jury trials.
Casey earned her B.A. in English Language and Literature from the University of Virginia and her J.D. from Northeastern University School of Law. She is licensed to practice in both North Carolina and New York.
Edward T. "Ed" Chaney is a partner at Schell Bray PLLC in Greensboro. He focuses his practice on advising a broad range of nonprofit organizations on key tax and corporate matters, including organization formation and governance, 501(c)(3) tax exemption and ongoing compliance, charitable giving, program-related and impact investing, and complex organizational structures, transactions, and transitions.
Ed has extensive experience in advising philanthropic organizations on operational and tax compliance matters, including donor advised fund operations, private foundation grant making, and program-related investments. He also advises on the tax requirements for supporting organizations, the structuring of substantial charitable gifts, and the governance of endowment funds. He has counseled philanthropic clients of many sizes and forms, including community foundations, small and large private foundations, national donor advised fund sponsors, and university-related foundations.
Ed also regularly advises a wide variety of operating nonprofits on their governance, tax compliance, and transactional needs. Clients have included community economic development and affordable housing organizations, colleges and universities, charter school management organizations, public education and advocacy organizations, performing arts organizations, industry associations, and many more.
Ed speaks, writes, and teaches frequently on the law of nonprofit and tax-exempt organizations. Among other engagements, he has presented at Georgetown University Law Center CLE's Representing and Managing Tax-Exempt Organizations and at the University of Texas School of Law CLE's Nonprofit Organizations Institute. He recently served as an Adjunct Assistant Professor at the UNC School of Law, where he taught the Law of Nonprofit Organizations.
Prior to attending law school, Ed worked for ten years in the nonprofit sector, serving as a program director, executive director, board member, and board chair with a number of tax-exempt organizations.
Ed earned his B.A. from the University of North Carolina and his J.D., with honors, from the University of North Carolina School of Law.
Ryan W. Coffield is a principal at Van Winkle Buck Wall Starnes & Davis PA in Asheville. He serves as the senior attorney in the firm's business transactions practice. He focuses his practice on complex mergers and acquisitions transactions and providing general corporate counsel to firm clients. His experience in the areas of corporate and pass-through taxation allows him to provide a valuable, unique perspective on his clients' legal concerns.
While at Van Winkle, Ryan has served as lead counsel on hundreds of millions of dollars' worth of mergers, asset purchases, equity transactions, syndicated real estate offerings, private equity investments, and joint ventures. His work often includes designing tax-advantaged transaction structures, advising clients in the negotiation of deal documents, drafting private offering documents, making federal and state Reg D filings, and providing tax and secured lending opinions.
Ryan earned his B.A. in Economics and International Studis from the University of North Carolina and his J.D. and LL.M. in Taxation from Washington University in St. Louis School of Law.
Matthew L.C. "Matt" Cox is an associate with McGuireWoods LLP in Charlotte. He practices corporate law, focusing on mergers and acquisitions and private equity investments. He also has experience representing lenders in first lien, second lien, and mezzanine credit facilities.
Matt earned his B.A., with honors, from the University of North Carolina at Chapel Hill School of Journalism and Mass Communication and his J.D., cum laude, from Duke University School of Law.
Thomas R. Crawford Jr. is a Tax Patner at Thomas Judy & Tucker PA in Raleigh. He has been with the firm since 2012. He specializes in corporate consulting and tax planning, merger/acquisitions/succession issues, and international operations. His core focus includes closely held and middle-market operating companies with an industry expertise in manufacturing and distribution, professional services, real estate and development and venture capital.
Thomas advises clients in areas of tax compliance, succession planning, and general business consulting. Special projects focus on international corporate structure, sales of closely held businesses, and real estate transactions - including cost segregation studies and like-kind exchanges.
Thomas is both a Certified Public Accountant (CPA) as well as a Chartered Global Management Accountant (CGMA). He holds a Bachelor of Science as well as a Master of Accounting from NC State University.
Thomas is currently active as a Young Leader with the Urban Land Institute Triangle Chapter and is a member of the Triangle Commercial Association of Realtors.
Joshua M. "Josh" Diver is a partner at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He practices start-up, venture capital, M&A and securities law, helping both entrepreneurs and founders as well as angel, venture and private equity investors form business entities, raise capital, buy and sell companies, and navigate sensitive governance and technology issues. Josh works with early-stage and late-stage start-up, growth and technology and life science companies. In addition, he is an experienced advisor to corporate boards (including boards of religious and affinity groups) on corporate governance matters, including fiduciary duties, defensive takeover protections and strategies, shareholder proposals, and proxy contests. Josh also serves as a member of the firm's Diversity and Inclusion Committee.
Josh enjoys working with socially-minded businesses and has a burgeoning interest in helping benefit corporations and social impact investors fulfill their missions.
Prior to joining Smith Anderson in 2015, Josh practiced corporate law in the Boston office of a global law firm.
Josh earned his B.A., magna cum laude, in Economics from the University of Massachusetts at Amherst and his J.D. from the University of North Carolina School of Law.
Ann T. Dorsett is of counsel with McGuireWoods LLP in Charlotte. Her practice focuses on insurance, including insurance coverage litigation, claims counseling and litigation management. She provides counseling on risk management techniques and strategies to a wide range of clients including private equity firms, financial services companies, colleges and universities, and manufacturing companies. She has assisted clients in the review and assessment of insurance programs both prior to and after a merger or acquisition, including the use of Representation and Warranty insurance; insurance policies for Directors & Officers' liability, and the use and formation of captive insurance companies.
Ann has assisted clients in the review and assessment of insurance programs both prior to and after a merger or acquisition, including the use of Representation and Warranty insurance; insurance policies for Directors & Officers'; liability, and the use and formation of captive insurance companies.
Ann reviews and evaluates bonding requirements and sources on behalf of our clients. This work includes analysis of the terms and conditions of surety bonds (both payment and performance bonds) and requests for assignment of bond proceeds made by lenders and governmental entities. Representative clients include municipalities, counties, hospitals and developers, as well as lenders on multi-million dollar construction projects.
In addition to counselling policyholders, Ann assists financial services clients who engage in insurance broker or agent activities. The scope of this work includes advice on compliance with state and federal insurance regulations, developing best practices to ensure compliance, and review of vendor contracts.
Ann earned his B.A. from The University of North Carolina at Chapel Hill and his J.D. from The University of North Carolina School of Law.
J. Porter Durham III is an associate at McGuireWoods LLP in Charlotte. He focuses his practice on M&A, securities, and other corporate matters.
Porter earned his B.A. in History and Political Science from The University of North Carolina at Chapel Hill and his J.D., summa cum laude, from The University of Tennessee College of Law. While in law school, he served as research editor for the Tennessee Law Review, a member of the Executive Board of the Student Bar Association and a member of the LawMeets Transactional Moot Court Team and received CALI Awards for business associations, securities regulation, and contract drafting. He was also the recipient of the Concentration in Business Transactions Award, which recognizes the top student in the transactions concentration.
Anderson T. Ellis is a shareholder at Van Winkle Law Firm in Hendersonville. He is a principal in the Van Winkle Law Firm's Business practice group, where he works with for-profit businesses and nonprofit organizations in all phases of corporate life, including entity choice, formation, operations, sale/purchase/merger, and reorganizations/dissolutions. His litigation background allows him to assist businesses of all sizes with a wide variety of issues that may arise.
Prior to joining Van Winkle, Anderson practiced in Hendersonville and Nashville (TN), handling primarily civil litigation matters.
Anderson earned his B.A. in Sociology from Wake Forest University and his J.D. from University of Mississippi School of Law.
Jordan L. Fieldstein is a tax and corporate attorney with Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. She focuses her practice on tax and business law matters. She routinely advises clients on the federal and state tax aspects of merger and acquisition transactions, equity investments and financing transactions. She also regularly works with flow-through businesses, such as limited liability companies, partnerships and S corporations on a wide range of tax and business law matters including formation, capitalization, equity transfers, equity redemptions and liquidations.
Prior to joining Smith Anderson in 2018, Jordan practiced law with a Connecticut law firm providing tax planning and structuring advice to private investment funds.
Jordan earned her B.A. in Political Science from The University of North Carolina at Chapel HIll, her J.D., with a Certificate in Taxation, from the University of Connecticut School of Law and her LL.M. in Taxation from New York University School of Law.
Christie A. Hartinger is an attorney with Wyrick Robbins Yates & Ponton LLP in Raleigh. She is a member of the firm's Corporate practice group. She focuses primarily on mergers and acquisitions, representing corporate and private equity clients in M&A transactions on both the buy-side and sell-side. She also regularly represents investment funds in co-investments and fund investments. To round out her corporate practice, she serves as outside counsel to emerging companies and assists with private equity and venture capital financings, commercial contracts, and general corporate matters.
Christie has experience representing clients of a variety of sizes and in a variety of industries, including software and technology, life sciences, biotechnology, financial services, and waste management.
Christie earned her B.S. in Business Administration from Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and her J.D., magna cum laude and Order of the Coif, from Wake Forest University School of Law. During law school, Christie served as an editor of the Wake Forest Law Review.
Matthew "Matt" Heinz is Partner & Co-Practice Leader, Transaction Liability at Lockton Companies in New York, NY. Lockton's Transaction Liability Practice provides private equity and corporate clients with cutting edge risk transfer solutions tailored to the unique needs of M&A and other corporate transactions. Matt is an industry-leading mergers and acquisitions (M&A) expert.
Matt most recently served as a Senior Managing Director and Co-Practice Leader of Aon's North American transaction liability team, where he previously partnered with Halpern Ziff and Sud in building out a practice that facilitated the widescale adoption of insurance products that augment M&A deals. He brings over a decade of transaction liability insurance experience, serving as both an underwriter and broker during his time in the industry. Prior to his career in insurance, Matt was a corporate attorney at Proskauer Rose.
Matt is a frequent speaker at M&A and private equity events, commenting on trends in the transaction liability insurance market, as well as M&A processes and negotiation more broadly.
Matt earned his B.A. from William & Mary and his J.D. from St. John's University School of Law.
Matthew B. "Matt" Homan is a partner at Womble Bond Dickinson (US) LLP in Charlotte. He is a member of the Corporate & Securities practice group. He advises clients with respect to mergers and acquisitions, joint ventures, equity financings, corporate governance and other general corporate matters.
Matt has extensive mergers and acquisition experience, representing buyers and sellers of small and middle-market companies in various industries, including the technology, construction, manufacturing and consulting industries. As part of his M&A practice, he regularly assists US and foreign clients in assessment, preparation and filing of HSR premerger notification reports in addition to advising clients with respect to foreign merger control issues. His general corporate work for clients is focused on corporate governance matters and the preparation and negotiation of commercial contracts including customer and vendor contracts, services agreements, consulting agreements, and supply agreements.
Matt is active in Lex Mundi, which is a network of independent law firms offering clients indepth legal experience in over 100 countries. He regularly represents international clients with respect to their US legal needs and assists US clients with their international legal needs.
In addition to his mergers and acquisition and general corporate work, Matt also has significant experience representing real estate developers in connection with equity financing for commercial and residential real estate projects.
Matt earned his B.A. in Economics from the University of Virginia and his J.D., cum laude, from Wake Forest School of Law.
Sarah F. Hutchins is a partner at Parker Poe Adams & Bernstein LLP in Charlotte. She leads the firm's Cybersecurity & Data Privacy Team, serves as the head of the firm's Recruiting Committee and is a member of Parker Poe's Professional Review Committee and its Security Team. She is certified as a legal specialist in privacy and information security law by the North Carolina State Bar.
Sarah helps clients navigate business litigation, government investigations, and data privacy and cybersecurity. She has significant experience representing clients in business disputes, including over noncompetition and non-solicitation agreements, trade secret misappropriation, and unfair and deceptive trade practices. Her deep understanding of the digital aspects of business litigation allows her to assist clients in quickly identifying a digital trail and isolating key material.
Sarah's experience with business litigation and government investigations strengthens her cybersecurity and data privacy practice. She is recognized by the IAPP as a Certified Information Privacy Professional/United States (CIPP/US), which is the gold standard for privacy professionals in America.
Sarah counsels multi-national corporations on compliance with federal and state data privacy and security regulations, advises on the cross-border transfer of personal data, and coordinates data breach responses with governmental and quasi-governmental entities. Her extensive litigation experience includes federal and state civil lawsuits related to data privacy, security, and information technology.
Within Parker Poe, Sarah serves as the head of the firm's Recruiting Committee and is a member of Parker Poe's Professional Review Committee and its Security Team.
Sarah earned her B.A., cum laude, in Political Science, Public Policy and Economics from Vanderbilt University and her J.D. from William & Mary Law School.
James R. Jolley is a partner at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. He joined Smith Anderson in 2015. He practices in the areas of corporate law, mergers and acquisitions and public company securities law. During his time with Smith Anderson, he has advised companies on a variety of matters, including (1) Mergers & Acquisitions, (2) Public Offerings and Private Placements of Securities, (3) Corporate Governance and Compliance Matters, and (4) Commercial Contracting.
James is vice chair of Smith Anderson's Pro Bono Committee and recognizes the importance of lawyers using their skills and training to meet unmet legal needs. James is an active participant in the Lawyer on the Line project and has represented pro bono clients on matters ranging from landlord-tenant issues to government benefits to expunctions.
James was identified on the Best Lawyers®, "Ones to Watch" for Mergers and Acquisitions Law and Securities/Capital Markets Law.
Before becoming a lawyer, James taught Civics & Economics to high school students in eastern Wake County working to help students set goals and develop the skills necessary in order to meet those goals.
James earned his B.A., with highest distinction, in History & Political Science with a Minor in Social Entrepreneurship from the University of North Carolina at Chapel Hill, his M.A. in Education from Wake Forest University and his J.D., with high honors, from the University of North Carolina School of Law.
C. Caroline Grier Kraich is a partner with McGuireWoods LLP in Charlotte. Her practice primarily involves negotiating mergers, acquisitions, and investment transactions, including private offerings of equity securities, growth equity investments, mergers, equity and asset acquisitions and sales, divestitures, and recapitalizations.
Caroline represents a variety of clients, including private equity and investment firms, healthcare practices, financial service providers, manufacturers, distributors, and software and technology service companies.
Prior to joining McGuireWoods, Caroline was an associate in the corporate group of a large southeastern law firm.
Caroline earned her B.A., cum laude, from Virginia Commonwealth University and her J.D. from University of Virginia School of Law. While in law school, Caroline served as a summer clerk for the Honorable John A. Gibney in the Eastern District of Virginia. Caroline also served as editor-in-chief of the Virginia Tax Review.
Prior to her legal career, Caroline was a professional fundraiser for various federal, state, and local political candidates and committees.
Peter G. Mattocks is an associate attorney with Schell Bray PLLC in Greensboro. He focuses his practice on advising nonprofit organizations on tax and corporate matters, including organization formation and governance, 501(c) tax exemption and ongoing compliance, grant programs, charitable solicitation, program related investments, and complex organizational structures, transactions, and transitions. Peter also practices in the estate planning area and works with clients on charitable planning and the modification of charitable trusts, among other things.
Peter has significant experience working with philanthropic and other tax-exempt organizations on compliance with state nonprofit statutes, development of board governance policies and practices, handling conflicts of interest, managing outgoing grants, negotiation of contracts with various third parties and corporate dissolution.
While attending law school, Peter worked at a large law firm in Washington, D.C., in the tax-exempt organizations group. Prior to law school, Peter worked at another large law firm in Washington, D.C., in the tax-exempt organizations area and in government relations, with a focus on working with investment funds organized as 501(c)(3) organizations and financed by the U.S. Agency for International Development to do development work in Eastern Europe and Central Asia.
Peter is a member of the North Carolina Bar Association's Business Law and Estate Planning and Fiduciary Law Sections and the American Bar Association's Taxation Section.
Peter earned his B.A., cum laude, in International Relations and Affairs from The George Washington University and his J.D., cum laude, from American University Washington College of Law.
Thomas J. "Tom" Molony is a professor of law at Elon University School of Law in Greensboro. He joined the Elon faculty after practicing law with the Charlotte firm of Robinson Bradshaw & Hinson. His practice focused on corporate and commercial law, public finance and bankruptcy. In his practice, he represented public and private companies in various corporate transactions, including mergers and acquisitions, served as bond counsel for governmental and educational bond transactions, and represented creditors in connection with bankruptcy matters.
Tom is a summa cum laude graduate of Washington and Lee University, where he earned both his undergraduate and law degrees. He was a member of Phi Beta Kappa and Order of the Coif, and served as managing editor of the Washington and Lee Law Review.
Prior to attending law school, Molony worked as a senior accountant with KPMG Peat Marwick in Roanoke, VA., performing financial statement audits for clients in a variety of industries, including manufacturing, transportation, energy, government and non-profit.
Amy E. Risseeuw is an attorney with Wyrick Robbins Yates & Ponton LLP in Raleigh. She is a corporate lawyer who serves as the Practice Group Leader of the firm's M&A practice group. Her practice focuses primarily on transactional work for corporate and private equity clients. Amy represents private equity clients in connection with leveraged acquisitions, divestitures, control and non-control investments, and secondary sale transactions. She represents corporate clients as buyers and sellers in public and private M&A transactions. She also provides advice to corporate clients in connection with corporate governance and general business matters, joint ventures, and executive compensation matters.
Amy has experience in representing financial and strategic parties in a range of industries, including software and technology, education, biotechnology, medical devices, healthcare, financial, packaging, transportation, and services companies.
Amy joined the firm in 2010. She previously practiced in the New York office of Gibson Dunn & Crutcher LLP and the Chicago office of Skadden Arps Slate Meagher & Flom LLP. She has served as a Lecturing Fellow at Duke University School of Law.
Amy earned her B.A. in International Relations from Lehigh University and her J.D. and LL.M., with honors, from Duke University School of Law.
Sarah M. Rozek is a corporate attorney with Fox Rothschild LLP in Greensboro. She advises businesses and individuals on a wide range of corporate and transactional matters. A former paralegal, she has more than 10 years of experience working for North Carolina law firms.
A member of the firm's Corporate and Mergers & Acquisitions practice groups, Sarah's experience includes representing both buyers and sellers in mergers, stock and membership sales. For businesses in the health care sector, Sarah's experience includes working on major corporate transactions, including hospital system mergers and sales of physician practices. She works closely with business owners in mapping out smart strategies for corporate structure, governance, and partnership agreements. She also serves as a go-to resource for clients on day-to-day contract review, commercial leases and compliance issues.
Sarah's work for nonprofit organizations includes the formation of nonprofit entities, application for recognition of exemption, and structuring of joint ventures involving exempt and non-exempt organizations. Clients rely on Sarah for providing corporate governance advice, structuring advice, preparing conflict of interest policies, reviewing and preparing grant agreements, services agreements, statement of services, and confidentiality agreements related to nonprofit organization's business.
Prior to law school, Sarah worked as a paralegal at several law firms in North Carolina and gained extensive experience in handling trust and estate matters.
Sarah earned her B.A. from Ain Shams University Cairo, her Certificate in Paralegal Studies from Duke University and her J.D., with honors, from the University of North Carolina School of Law. During law school, Sarah worked as a judicial intern to Judge Robert N. Hunter Jr. on the North Carolina Court of Appeals. She served as the Editor-in-Chief of the First Amendment Law Review.
Natalie K. Sanders is a partner at Brooks Pierce McLendon Humphrey & Leonard LLP in Greensboro. She provides counsel and defense to businesses in all aspects of the employment relationship. Her 25 years of experience as an attorney, operations manager, entrepreneur, and community volunteer allow her to relate well to management and provide nuanced guidance in complex matters.
Natalie regularly advises clients on how to remain compliant with state and federal regulations and how to best position themselves against future litigation as they navigate the complexities of tasks such as these: investigating workplace misconduct, preparing employment and non-compete agreements, terminating employees, drafting policies, updating handbooks, promoting diversity and inclusion, avoiding discrimination and harassment claims, and handling corporate restructuring. As a former in-house counsel and operations manager for a leading land records management company, she understands the day-to-day functions of a business and the challenges managers face when balancing legal compliance with business demands.
Natalie earned her B.A. in Political Economic Systems from Buena Vista University and her J.D. from Duke University School of Law.
Todd Stillerman is Assistant General Counsel at Wells Fargo in Charlotte. He manages the Commercial Real Estate (CRE) and Securitization Section within the Corporate & Investment Banking Division. The section supports the Bank's comprehensive commercial real estate platform (which includes banking, capital markets, financing, and servicing solutions to institutional and private owners, operators and developers). The section also supports several lines of business which direct structured lending (in addition to the underwriting and distribution of ABS for clients who access the bond markets through securitizations), finance and provide liquidity sources for mortgage origination within all Wells Fargo Home Lending business lines, manage the Bank's wholesale funding activities within the global capital markets and the Federal Home Loan Banks, and manage credit-sensitive, fixed income investments, solutions, and risk management activities for the Bank's public side portfolio.
Todd joined Wells Fargo in January 2022 after almost 12 years in Bank of America's Legal Department, where he covered real estate structured finance and securitization clients. He is the chair of the Legal Department's Pro Bono Steering Committee and volunteers often for pro bono work with Charlotte Center for Legal Advocacy and Legal Aid of North Carolina.
Prior to his transition in-house, Todd was in private practice with several law firms representing various financial institutions, real estate funds, GSEs and other corporate clients in connection with the creation, structuring, issuance, administration and implementation of numerous ABS, RMBS and CMBS structured finance transactions. Most recently, he was a partner in Dewey Ballantine's structured finance group.
Todd earned his B.A., summa cum laude, in Politics & History from Wake Forest University and his J.D., cum laude, from Harvard Law School.
Kimberly E. Zirkle is a member of Moore & Van Allen PLLC in Charlotte. She focuses her practice on corporate finance and acquisition transactions. She regularly represents a variety of lenders, private equity portfolio companies, and private companies in corporate finance and acquisition transactions. Kimberly's experience involves a wide variety of debt structures including: unitranche, ABL, first lien, split lien, second lien, and mezzanine (secured or unsecured).
Kimberly primarily represents SBICs, BDCs, lenders and institutional investors in the structuring, negotiation, and documentation of debt transactions and related equity co-investments. She has experience involving a wide variety of debt structures including: unitranche, ABL, first lien, split lien, second lien, and mezzanine (secured or unsecured), for both domestic and cross-border transactions.
Kimberly also regularly represents private equity funds in leveraged buy-out transactions and represents portfolio companies and other private companies as borrower counsel in their third-party debt financings. In her role as borrower's counsel, Kimberly is a trusted advisor to her private equity and corporate clients and provides counsel on structuring, debt terms, and other business considerations in order to enable clients to meet their financing needs. She has provided counsel to clients for transactions involving technology, service and manufacturing companies as well as for companies operating in regulated industries such as government contracting, telecommunications and health care.
Kimberly currently serves as co-chair of Moore & Van Allen's Pro Bono and Public Service Committee and regularly represents victims of domestic violence on a pro bono basis in custody, support and divorce proceedings. She led the effort to develop and launch the firm's small business pro bono vertical aimed as providing much needed transactional assistance to small businesses in the Carolinas owned by persons of color.
Kimberly is a member of the North Carolina and American Bar Associations and the Association for Corporate Growth, Charlotte chapter.
Kimberly received her B.A. from the University of Tennessee and her J.D. from the University of North Carolina at Chapel Hill School of Law.
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