Latest TCF News

Paul D. Delva

Paul D. Delva

Partner

Paul has practiced M&A, securities, corporate and general business law for more than 20 years, as chief legal officer for a $1.5 billion multinational technology company and at a global law firm. Most recently he was Senior Vice President and General Counsel for Fairchild Semiconductor International, Inc., where he was responsible for all legal and regulatory affairs, compliance and ethics, government relations and the corporate secretary function. He was previously a corporate and securities lawyer at Dechert LLP, where he advised a range of clients on M&A and related financing matters as well as commercial transactions.

Passionate about applying a practical, business-focused approach to corporate and commercial law, Paul’s practice is focused on: (1) mergers, acquisitions and dispositions of various forms and sizes, from purchases and sales of smaller (sub $20 million) product lines, business divisions and R&D facilities and teams, to acquisitions and dispositions of $400 million multinational businesses with manufacturing, R&D and sales operations in numerous jurisdictions, including cross-border stock and asset acquisitions in the Netherlands, Sweden, Finland, China, Taiwan, Korea, Malaysia and the Philippines, as well as other countries;

(2) Negotiating, drafting and closing commercial transactions, including product supply and development agreements, complex international technology joint venture and other partnership and licensing agreements, software licenses and subscriptions, employment, consulting and professional service contracts, confidentiality and non-disclosure agreements, procurement agreements and other contracts;

(3) Corporate law advice in connection with business start-ups and legal entity formation, organizational governance, financing, employment, compliance and operations, in the U.S. and internationally; and

(4) Practical integration of business and legal processes in organizations, focused on adding business value while reducing legal and compliance risks, for example by developing a suite of policies, forms and play-books designed to enable business teams to launch and operate contracting systems with minimal post-launch lawyer oversight.

Paul has a JD degree from Temple University School of Law, where he was editor-in-chief of Temple Law Review. He also holds a master’s degree in organizational communication from Purdue University and a bachelor’s degree in journalism from Concordia University. Paul is admitted to practice in California, New Jersey, Pennsylvania and Maine.

Email: pdelva@tcflaw.com
Cell: (510) 833-3485

Stephen J. Doyle

Stephen J. Doyle

Founder and Head of Technology and International Practice

Steve is an accomplished lawyer and businessman who has practiced law for 30 years. He has been a partner in leading law firms, general counsel and international counsel to public and private companies, and COO, chief strategy officer, and member of executive teams at public companies and companies he founded. His international experience includes living and working overseas, and transactional work throughout Eastern and Western Europe, China and East Asia, Latin America and the Middle East.

Steve represents (1) emerging companies throughout their lifecycle, with a particular emphasis on startup operations, formation, employee plans, financing, and complex commercial transactions, (2) private and public companies in M&A transactions on both buy and sell side, (3) technology companies in joint ventures, complex licensing, and business transactions, and (4) domestic and non-US companies in cross-border transactions, financing and acquisitions.

Examples of transactions that Steve has negotiated and led include:

  • Cegment, Inc. in its sale of businesses to CampusLogic, Inc. and Successly, Inc.
  • Zenlabs Energy, Inc., leading developer of electric vehicle/drone batteries, in joint venture and capitalization
  • Public Corporation in its acquisition of EnShape GmbH in Germany
  • International tax and corporate reorganization of big data analytics firm
  • FusionIQ fintech company in new investment raise and joint venture with leading blockchain platform
  • GN2.0-Nidus, Inc. medical professional platform in initial investment rounds
  • Merck KGaA in acquisition of Grzybowski Scientific Inventions
  • Treq Labs in its acquisition by Sonus Networks (NASDAQ)
  • JPAnalytics in its SBIR contract with the US Navy
  • Tego in its design, development, manufacture and supply agreement with Airbus SAS for MRO solution
  • Wave6 in its corporate negotiations with Siemens A.G.
  • Aspen Technology, Inc. in its negotiations for a $100 million PIPE by Advent International
  • Wakelet Limited in its first and second round of financings over £1,000,000
  • Multinational software company in joint venture with SAP
  • Joint venture by US analytical software company with Taiwan distributor
  • Aspen Technology in its acquisitions of software and services companies in the US and Europe
  • Multinational computer company in joint venture with Toshiba
  • German multinational in acquisition of US manufacturer of precision tooling parts company
  • Formation, organizational documentation, stock plans and financings for numerous companies including startups in medical, technology, social media, and sustainability markets.

Steve is a graduate of Georgetown University and the University of Denver, with both JD and MBA degrees. He is the author of various articles on law and is a contributing author to The Law of Transnational Business Transactions, (2016-2017 ed.) published by Thompson Reuters, and is an adjunct professor of international transactions at Boston University School of Law. He is admitted to the state and federal bars in Massachusetts and Colorado and the Court of International Trade.

Steve is a co-founder and partner at TCF Law Group, PLLC.
Email: sdoyle@tcflaw.com;
Phone: +1 (617) 848-9250
Cell: +1 (508) 208-6865

Tom Farrell

Tom Farrell

Founder and Managing Member

Tom has practiced law for 25 years, including at a prominent Boston law firm, as co-lead M&A counsel for a $40 Billion revenue multi-national company, and as the founder of two law firms.

Tom’s practice includes (1) helping entrepreneurs and early stage organizations to establish and build their businesses, (2) negotiating and drafting a wide range of complex commercial agreements, and (3) serving as lead counsel for buyers and sellers through all stages of mergers, acquisitions, and sales of businesses.

Tom has represented numerous public and private companies as lead M&A counsel on important deals, including:

  • ADT Security as M&A counsel for over twenty-five deals ranging in size from $5 Million to more than $75 Million
  • Circor International (NYSE) in sale of its $30 Million revenue Sagebrush subsidiary
  • Merck KGaA’s U.S. Life Science business in acquisition of Grzybowski Scientific Inventions
  • MKS Instruments (NASDAQ) in $87 Million purchase of division of Brooks Automation (NASDAQ) and $13 Million acquisition of Precisive, LLC
  • Public Company in acquisition of four businesses in nine months – two in the U.S., one in Spain, and one in Switzerland
  • Sensormatic in acquisition of video surveillance business
  • Technology company in +$80 Million acquisition of franchisee’s automatic theft detection businesses
  • Tyco in divestiture of automotive tubing business and in divestiture of marine actuator business
  • Portfolio company of Apollo Global Management in multiple add-on acquisitions
  • Portfolio company of Lightyear Capital in sale of subsidiary to Maestro Healthcare Technology
  • Nationally recognized academic institution and faculty inventors in merger with life science company
  • Leading distributor of building products in sale to portfolio company of Platinum Equity
  • Innovative provider of homeowner web portals and manuals in sale to portfolio company of CIP Capital
  • High-end energy services consulting firm in sale to portfolio company of General Atlantic
  • Management in buy-out of Software Development Times from BZ Media
  • Technology-oriented staffing company in acquisition of complementary staffing business
  • DSM Metal Fabrication in acquisition of customized sheet metal fabrication services business

Tom is a recognized leader in the area legal community, having served as president of the Northeast Chapter of the Association of Corporate Counsel (“ACC Northeast”), the area’s in-house counsel bar association, and as president of BU Law’s alumni organization. He is the recipient of ACC Northeast’s corporate counsel excellence award and is an adjunct professor of transactional law at Boston University School of Law. He is a graduate of Milton Academy, Middlebury College (B.A.), and Boston University School of Law (J.D., cum laude).

Email: tfarrell@tcflaw.com;
phone: 978-270-5909

Mark Masters

Mark Masters

Founder and Head of Debt Finance Practice

Mark has practiced for over 25 years at nationally-recognized debt financing firms, including Kaye Scholer and Battle Fowler in New York, and Riemer & Braunstein and Proskauer Rose in Boston.

During his New York years, Mark represented (1) money-center banks as agent in syndicated senior loan facilities for acquisition financing, asset-based working capital lines, letter of credit facilities, and restructurings and work-outs, and (2) private equity clients as lenders and as borrowers in a wide variety of transactions, including investment financing, securitizations, and real estate-secured loans. In 2000, Battle Fowler (a pre-eminent debt finance boutique in New York City) was acquired by Paul Hastings to become its New York office. Although a partner, Mark left to pursue his entrepreneurial interests, joining a software start-up in Boston, where he helped to develop loan documentation software that remains in use today by leading lending institutions. When the market for tech start-ups deteriorated significantly in 2002, Mark returned to private practice, joining Riemer & Braunstein as a partner in the banking and finance department. In 2007, Mark was recruited by Proskauer’s Boston office and became a senior lawyer in its “junior capital” department, representing private equity and venture capital funds, and borrowers from such funds, in a wide range of transactions.

Mark continues with his sophisticated debt finance practice as the head of the firm’s debt finance practice. He holds a BA in philosophy from Trinity College, an MA and ABD in philosophy from Duquesne University, and a JD from Rutgers School of Law.

 

mmasters@tcflaw.com; 617-651-0094

Neil McLaughlin

Neil McLaughlin

Founder and Head of M&A Practice

Neil McLaughlin is a senior lawyer who has practiced over 20 years at leading national law firms, including Kirkland & Ellis, Proskauer Rose and Goodwin Procter (where he was a partner in the Corporate Department).

Neil has developed a sophisticated law practice, encompassing a broad range of corporate and business matters. He has extensive experience handling a variety of complex transactions, including equity and debt financings, mergers, acquisitions and dispositions, joint ventures, stockholder arrangements, and executive employment and compensation matters. These matters often require the negotiation and structuring of complicated multiparty agreements, which allows Neil to bring to bear his superior skills as an advisor, negotiator and legal draftsman. Neil also has had a leadership role in over $5 billion in M&A deals across a broad range of industries, including IT services, 3-D printing, telecommunications and broadcasting, medical devices, real estate, marketing and sales consulting, and hospitality. On behalf of private equity investors, he has led deal teams on investments, recapitalizations, acquisitions and divestitures. Neil has frequently represented entities in the execution of an acquisition program including addressing issues relating to acquisition financing, executive compensation and business integration. He has also worked on many equity financings including initial public offerings, follow-on offerings and PIPES. He currently serves on the Advisory Board of RasLabs, LLC which is developing Synthetic MuscleTM for use in prosthetics and other medical devices and in robotics.  RasLabs won the 2013 MassChallenge Center for the Advancement of Science in Space Award.

Neil earned his law degree from Boston University School of Law  (cum laude), his MSPA from the University of Massachusetts – Boston, and his undergraduate degree from Connecticut College.

nmclaughlin@tcflaw.com; 781-738-4602

Mark Shwartz

Mark Shwartz

Partner

Mark is a respected partner in all of the firm’s practice areas as a result of his legal leadership combined with his unique roles in government and international business, representing and advising cabinet officers, Members of Congress, and North American CEOs of multinational European corporations. Mark is a highly experienced and sophisticated corporate, executive compensation, IP and transactional lawyer, whose 20+ year legal career began in the Wall Street office of Fried Frank. Since then, he has served as general and deputy general counsel, CCO, corporate secretary, and senior international counsel for companies in diverse industries, both public and private, often involving private equity interests and complex financing arrangements.

Mark has negotiated and led countless M&A deals, joint ventures and other material commercial transactions, including:

  • Cengage Learning, Inc., in its acquisition of Learning Objects, Inc., a cutting edge EdTech business with sophisticated curriculum design, learning outcome and delivery platform capabilities.
  • Sony Corporation of America in its sale of Gracenote, Inc., an entertainment data, music recognition and technology company.
  • Hedge fund’s $4.5 billion financing partnership with Bayview Asset Management, Inc. for acquiring FHA-insured mortgages in bulk with extreme Data Privacy controls.
  • Capmark Finance, Inc. $1.1 billion sale of certain assets to Citibank.
  • CA Technologies, Inc. (f/k/a Computer Associates International) formation of, investments in, and dissolutions of 20+ internet service provider (ISP) and software sales joint ventures in Asia and the Middle East.
  • Private equity-directed stock buybacks and dividend recapitalization totaling more than $500 million and reducing outstanding equity by more than 12%.
  • International defense agreements with Belgium, Germany and Italy resulting in the sales and purchases of Raytheon’s Patriot Missile Systems and joint industrial R&D programs totaling more than $6 billion in the aggregate.
  • Cengage Learning’s marketing, branding and distribution partnership with The National Geographic Society.
  • CA Technologies acquisition of three public software companies for more than $1 billion in less than two years, the acquisition of several smaller private software companies, and the asset sale of a non-core business (interBiz) including its employees and thousands of software licenses.
  • $2 billion private to public debt conversion and IPO filing for Capmark Finance, Inc.
  • Formation, organizational documentation, structuring and working capital investments for complex hedge fund enterprise including an asset manager, registered investment advisor, extraordinary Big Data analytics, a ESOPs, and a mortgage servicer.
  • The rejection of inadequate proposals by LiveNation Entertainment to acquire major, privately owned music venues in New York.
  • Private equity partnership in a $350 million management buyout (MBO) of O’Sullivan Industries furniture manufacturer that included a Special Committee of the board and SEC accounting inquiries.
  • The rejection of an insufficient merger proposal from First Protocol, a major European marketing and event planning business, to acquire a private US agency.
  • Outsourcing investments in India, China and the Czech Republic for CA Technologies, including creation of world-class, 20+ acre, R&D campus software, land acquisition, leasing interim office space, tax incentives, local security challenges, construction contracts, and employment policies.

Licensed to practice in New York, Mark was also registered as in-house counsel in Massachusetts. Mark is a graduate of Columbia University School of Law, where he was a Stone Scholar and Senior Olin Fellow for Law & Economics. Among Mark’s publications is a law review article on antitrust and defense industry mergers, for which he received special recognition from The National Law Journal. Mark also received a M.A. in International Relations and a B.A. in Political Science from the University of Pennsylvania, and currently serves on the board of directors of the Penn Club of Boston. Mark was co-chair of the Practicing Law Institute’s first program on, and editor of, “Doing Business in India” and adjunct professor of business law at Monroe College in New York.

Robert Ventura

Robert Ventura

Partner - Corporate and Head US/Canadian Practice

Bob is a senior lawyer with more than twenty five years of experience. He has practiced at top global law firms in New York City (Debevoise & Plimpton, Shearman & Sterling, and Proskauer Rose) and has been the U.S. general counsel of leading foreign multinationals (Quebecor, GL&V, and Metso Automation). In addition to his legal experience, he has also served in senior business roles, including Director of Mergers & Acquisitions for a $4 Billion division of Raytheon. Leveraging his extensive law firm, general counsel and M&A experience, Bob focuses his practice on commercial transactions, general counsel services, and U.S. – Canada business ventures. Bob grew up in Montreal, attended McGill University, obtaining Bachelor of Civil Law (B.C.L. with honors) and Bachelor of Laws (LL.B.) degrees. He then practiced corporate, securities and income tax law with Davies Ward Phillips & Vineberg in Montreal before moving to the U.S. to practice law and obtain his LLM from NYU. He is fluent in French and has successfully managed the broad range of legal and business issues faced by U.S. and Canadian companies establishing or expanding businesses across the border. Bob is admitted to practice in Massachusetts, New York and Ontario.