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When the Past is All Deception

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Larry Gennari talks to Boston College Law professor, R. Michael Cassidy, about his new mystery, When the Past is All Deception.

We couldn’t pass up this work of fiction for an Authors and Innovators conversation! This page-turner was inspired by a real life cold case and you just may read it in one sitting. Our conversation with Mike not only touches on the facts of the case, but also explores whether TV crime dramas get it right, the consequences of attorney-client privilege, and the critical role of lawyers in upholding the rule of law.

Super Lawyers 2024

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October 4, 2024

Needham Law Firm Attorneys named New England Super Lawyers

NEEDHAM, MA – The business law firm of Gennari Aronson, LLP is proud to announce that its senior partners have again been selected as Super Lawyers in the New England region for 2024.  Neil Aronson was recognized as a Securities & Corporate Finance Super Lawyer, Lawrence Gennari and Laura Glynn were both named Super Lawyers in the Mergers & Acquisitions category.    In addition, both Aronson and Gennari were named Top 100 Massachusetts Lawyers. Other attorneys selected from the firm include partner Elizabeth Davenny in Business/Corporate, and associates Ashley Dubuc and Stephanie Weinert, who were awarded Rising Star status.

As Super Lawyers, Gennari, Aronson, Glynn, Davenny, Dubuc, and Weinert are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are selected by Super Lawyers.  Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004.  Laura Glynn has been awarded Super Lawyer status for the last 15 years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  The firm also curates the annual Authors and Innovators Business Ideas Festival.

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About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only five percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, go to superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation, and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 250 First Avenue, Needham, MA. The website is www.galawpartners.com.

Is Your Work Worth It?

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Larry Gennari talks with co-author Jennifer Tosti-Kharis about her new book, Is Your Work Worth It?, a revealing exploration of the questions we ask and the stories we tell about our work.

According to recent studies, barely a third of American workers feel “engaged” at work, and for many people around the world, happiness is lowest when earning power is highest. After a global pandemic that changed why, how, and what people do for a living, many workers find themselves wondering what makes their daily routine worthwhile.

This essential book combines inspiring and harrowing stories of real people with recent scholarship, ancient wisdom, arts, and literature to help us clarify what worthy work looks like, what tradeoffs are acceptable to pursue it, and what our work can contribute to society.

Joseph Ramadei elected to MDG Board of Directors

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Press Release – July 20, 2024

Gennari Aronson is pleased to announce that partner Joseph Ramadei has been elected to the Board of Directors of the Medical Development Group of Boston, known as MDG Boston.  Mr. Ramadei will serve an initial two-year term on the Board, and will concentrate his efforts on Programming and Programming Strategy for the organization.

“I am thrilled to be part of such an engaged and energetic group of leaders at MDG Boston, and I’ve been extremely impressed by the breadth of expertise and the diversity of business backgrounds that each member brings to the Board table,” said Mr. Ramadei.  “I am looking forward to contributing my unique perspectives as a corporate attorney and business adviser, as we look to provide MDG Boston members with memorable events, stimulating content and unparalleled networking opportunities.”

MDG Boston is a not-for-profit organization which focuses on medical technology, promoting innovation and advances in technology by connecting companies, clinicians and entrepreneurs in the space.  MDG Boston fosters a network of professionals within the medical technology orbit by organizing and hosting events, including panel discussions, educational programs and forums, and networking events.  Through its broad ecosystem of members and alliances, MDG Boston pursues a mission to accelerate technology development and generate cross-disciplinary dialogue and collaboration.

Fifteen Cents on the Dollar

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Larry Gennari and Doug Banks talk with authors Louise Story and Ebony Reed about their new book, Fifteen Cents on the Dollar, a sweeping, deeply researched narrative history of Black wealth and the economic discrimination embedded in America’s financial system.

Fifteen Cents on the Dollar follows the lives of four Black Millennial professionals and a banking company founded with the stated mission of closing the Black-white wealth gap. That company, known as Greenwood, a reference to the historic Black Wall Street district in Tulsa, Oklahoma, generated immense excitement and hope among people looking for new ways of business that might lead to greater equity. But the twists and turns of Greenwood’s journey also raise tough questions about what equality really means.

LIT: Life Ignition Tools

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Larry Gennari and Doug Banks talk with author, Jeff Karp about his book, LIT: Life Ignition Tools, and how we can break free from the routines that limit our thinking and creativity.

In an age of convenience and information overload, it’s easy to go through the motions, pressured, distracted, and seeking instant gratification rather than harnessing our potential for meaningful and impactful lives. In LIT, Jeff Karp, Ph.D., professor at Brigham and Women’s Hospital, Harvard Medical School, and biotech innovator, helps us look to nature as a vital source of humankind’s best wisdom, most inspired action, and greatest good. 

No Right to an Honest Living

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Larry Gennari talks to Pulitzer Prize winning author, Jacqueline Jones, about her new book, No Right to an Honest Living, and the roots of Black entrepreneurialism in Boston.

In No Right to an Honest Living, historian Jacqueline Jones reveals how Boston was a place where the soaring rhetoric of egalitarianism was easy, but justice in the workplace was elusive. Before, during, and after the Civil War, white abolitionists and Republicans refused to secure equal employment opportunity for Black Bostonians, condemning most of them to poverty. Still, Jones finds, some Black entrepreneurs ingeniously created their own jobs and forged their own career paths. 

Walk Ride Paddle

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Larry Gennari of Gennari Aronson shares insights from authors and innovators. Today, Larry talks with US Senator and author Tim Kaine, about his new book, Walk Ride Paddle.

Join Senator Tim Kaine on an epic journey into the faraway nearby. This captivating memoir of travels through Virginia’s wilderness blends adventure, reflection, and political insight.

Over a period of several years, Senator Kaine undertook a three-part journey across the Virginia landscape as he hiked, cycled, and canoed across the state.  Walk Ride Paddle is his chronicle of a journey that became an organic reflection of the extraordinary events occurring across America during that time, including impeachment trials, a global pandemic, growing racial protests, the January 6th attack on the Capitol, and more.

Actual Malice

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Larry Gennari of Gennari Aronson and Doug Banks from the Boston Business Journal talk with author Samantha Barbas about her new book, Actual Malice.

Actual Malice tells the full story of New York Times v. Sullivan, the dramatic case that grew out of segregationists’ attempts to quash reporting on the civil rights movement. In its landmark 1964 decision, the Supreme Court held that a public official must prove “actual malice” to win a libel lawsuit, providing critical protections for free speech and freedom of the press.
 
Samantha Barbas tracks the saga behind one of the most important First Amendment rulings in history. As the Sullivan doctrine faces growing controversy, Actual Malice reminds us of the stakes of the case that shaped American reporting and public discourse as we know it.

The Little Book of Robo Investing

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Larry Gennari of Gennari Aronson shares insights from authors and innovators. Today, Larry talks with Elizabeth McBride, co-author of The Little Book of Robo Investing.

You don’t need a ton of detailed knowledge about the financial and investment sectors to make impressive returns. This book walks you through how to use techniques like automation, diversification, and indexing to manage your risk and keep things absurdly simple.

Perfect for working professionals, entrepreneurs, investors, young and old,  The Little Book of Robo Investing is a straightforward, engaging, and fun read that will get you ready to put your money to work intelligently and responsibly.

Corporate Transparency – Latest Update

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The Corporate Transparency Act (the “CTA”), which took effect on January 1, 2024 and requires many entities to file sensitive information about ownership and control (and the individuals who own and control such entities) with the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”), was held unconstitutional by a federal district court in Alabama on March 1, 2024. 

The ruling only applies to the plaintiffs in that case, and the ruling likely will be appealed. Without further guidance (either from the courts, or from FinCEN itself), what this ruling means for other reporting entities is unclear. If an entity was formed prior to January 1, 2024, it has until January 1, 2025 to complete its CTA filing – so those entities may wish to pause any filings to see what further guidance becomes available before the end of this year. For entities formed in 2024, CTA filings are required within 90 days of formation – so in the absence of further information and to avoid costly penalties that will accrue for not timely filing, entities should consider filing before the 90 days expire. As always, please consult with your legal and tax professionals to determine what’s right for you.

Copyright © 2024 · Gennari Aronson, LLP. All rights reserved. Attorney Advertising. Prior results do not guarantee a similar outcome. Legal Notices

Update: The Corporate Transparency Act is Here!

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CLIENT ALERT: Last November, we posted a Client Alert related to the impending implementation of the Corporate Transparency Act (the “Act”).  You can find that prior Client Alert here.  The Act commenced on January 1, 2024, and the reporting obligations under the Act are now in effect. Businesses should understand how they are impacted by these obligations, including recent updates to timing of the required reporting.

Companies covered under the act, including most privately held businesses, must report information about their beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”).  Subsequent to our previous Client Alert, FinCEN made changes to the reporting timeframes, extending the filing deadline for companies created in 2024.  The updated filing times are as follows:

  • For all reporting companies created or registered prior to January 1, 2024, the deadline for filing beneficial ownership information remains January 1, 2025.
  • For all reporting companies created or registered on or after January 1, 2024 through December 31, 2024, the deadline for filing will be 90 days after such creation or registration (extended from the initial 30-day period).
  • For all reporting companies created or registered on or after January 1, 2025, the deadline for filing will be 30 days after such creation or registration.

Note, also, that reporting companies formed on or after January 1, 2024 must file information regarding “company applicants” along with information on the company’s beneficial owners.  “Company applicants” consist of both the person who files the document that creates the reporting company, as well as any other individual who is primarily responsible for controlling or directing the filing of the formation document.  Therefore, the Act requires submission of information regarding whomever files the company’s organizational documents, whether that is a founder or individuals at the company’s legal counsel.

Gennari Aronson is available to support clients in efforts to timely and properly file reports with FinCEN under the Act.

Copyright © 2024 · Gennari Aronson, LLP. All rights reserved. Attorney Advertising. Prior results do not guarantee a similar outcome. Legal Notices

Paved Paradise

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Larry Gennari of Gennari Aronson and Doug Banks from the Boston Business Journal share insights from authors and innovators. Today, they talk with Henry Grabar, author of Paved Paradise, an engaging and entertaining book on the impact of parking on our society.

Grabar tells a mesmerizing story about the strange and wonderful superorganism that is the modern American city. In a beguiling and often absurdly hilarious mix of history, politics, and reportage, Grabar brilliantly surveys the pain points of the nation’s parking crisis, from Los Angeles to Disney World to New York, stopping at every major American city in between. He reveals how the pathological compulsion for car storage has exacerbated some of our most acute problems—from housing affordability to the accelerating global climate disaster—ultimately, lighting the way for us to free our cities from parking’s cruel yoke.

Deeply Responsible Business

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Larry Gennari of Gennari Aronson and Doug Banks from the Boston Business Journal share insights from authors and innovators. Today, they talk with author, Geoffrey Jones, about his new book, Deeply Responsible Business.

Geoffrey Jones distinguishes deep responsibility, which can deliver radical social and ecological responses, from corporate social responsibility, which is often little more than window dressing.

As companies seek to coopt ethically sensitized consumers, Jones gives us a new perspective to tackle tough questions. Inspired by passionate and pragmatic business leaders, he envisions a future in which companies and entrepreneurs can play a key role in healing our communities and protecting the natural world.

Watch this great discussion to learn more.

Sea Ahead

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Larry Gennari and Doug Banks from the Boston Business Journal talk with SeaAhead co-founder and Executive Director, Alissa Peterson, about the important work her company is doing in the Blue Tech arena.

SeaAhead was formed to bring together entrepreneurs, investors, industry leaders, and stakeholders to provide support infrastructure and access to funding for the blue economy.

Watch this great discussion to learn more about their mission and the exciting growth of blue tech.

Super Lawyers 2022

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Needham Law Firm Attorneys named New England Super Lawyers

NEEDHAM, MA – The business law firm of Gennari Aronson, LLP is proud to announce that its senior partners have again been selected as Super Lawyers in the New England region for 2022.  Neil Aronson was recognized as a Securities & Corporate Finance Super Lawyer, Lawrence Gennari and Laura Glynn were both named Super Lawyers in the Mergers & Acquisitions category.  In addition, both Aronson and Gennari were named Top 100 Massachusetts Lawyers. Other attorneys selected from the firm include partner Michael Douglas, as a Rising Star, and partner Elizabeth Davenny, both of whom were selected in the Business/Corporate practice area

As Super Lawyers, Gennari, Aronson, Glynn, Douglas, and Davenny are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are selected by Super Lawyers.  Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004.  Laura Glynn has been awarded Super Lawyer status for the last 12 years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  The firm also curates the annual Authors and Innovators Business Ideas Festival.

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About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only five percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, go to superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation, and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 250 First Avenue, Needham, MA. The website is www.galawpartners.com.

Keep More of the Sales Proceeds

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Sellers: Three simple tips for keeping more of the sales proceeds!

Last year, GA was counsel in more than 40 transactions, representing sellers in a significant number of them.  For sellers that want to maximize sales proceeds at closing, we urge them to keep three things in mind:

Spend time on the LOI.  The letter of intent is crucial and should spell out details of the purchase price and how the seller might have to give it back.  All too often, the parties will sign an LOI stating that the transaction will be on “customary terms and conditions” without specifics.  Sellers can press the buyer to define which representations and warranties are most “fundamental,” how long they will survive, and what dollar holdback escrows will be established.  Sellers have the most leverage before an LOI is signed and the process kicks off—and they should use it. For buyers, more specificity can avoid deal risk and fundamental misunderstandings before documents are drafted.

Consider Structure Upfront.  Typically and for a variety of tax and corporate reasons, buyers like to buy assets and sellers like to sell equity. Sellers should consult their accounting and legal advisors in advance to assess the impact of transaction structure before an LOI is signed.  Can a seller take advantage of 1202 of the Internal Revenue Code providing for the exclusion of capital gains on the sale of small business stock?  What are the tax implications if a buyer agrees to a stock purchase but wants to make a “338(h)(10) election? Whether key contracts, licenses, and relationships can be transferred without consent also will factor into the overall decisions on structure.

 Think about R&W Insurance.  Depending on the size of the transaction, sellers can ask the buyer to purchase an insurance policy to be the source of recovery for the breach of any seller representations and warranties. That can allow the parties to eliminate haggling over indemnity escrows and survival periods and also give the seller more certainty over the amount to be paid at closing. This too should be considered and included as appropriate at the LOI stage.

More time spent at the LOI stage can reduce friction and conflict as the deal process moves forward.

 

M&A FAQ’s

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2021 was a historic year for middle-market M&A with over 14,000 transactions in the US, the highest on record over the last ten years.  That trend is expected to continue through 2022.  Gennari Aronson counsels both buyers and sellers in negotiating and structuring transactions. Entrepreneurs and management teams considering a transaction frequently ask similar questions:

I’m getting multiple calls weekly about selling my business. How should I be thinking about these?

Private equity buyers want to deploy capital and they are competing to acquire “quality” companies. Strategic buyers are also on the hunt for opportunities to expand market share, grow in new markets, and secure new talent. What to do? Potential sellers should consult with their board advisors, accountant, and legal counsel, and also consider engaging an investment banker to help manage a discreet and competitive process.

I have an offer, now what?

Negotiating and finalizing a letter of intent (an “LOI”) is critical. Usually, the most important terms of the LOI are: price, overall terms, including post-close employment, and exclusivity period.  This is especially true if any portion of the purchase price is contingent on post-closing operational performance. In addition,  Sellers should focus on how they might have to give money back, post-closing—instead of simply stating that the sale will be “on customary terms and conditions for similar deals.” Hammering out details upfront in the LOI will save legal and accounting fees later on and also reduce the risk of the deal blowing up later if the parties can’t agree on what’s “customary and standard.”  Representation and warranty insurance should be considered.

What happens after the LOI?

Typically, the transaction proceeds with the buyer delivering the draft purchase agreement while conducting due diligence, including a quality of earnings review, in parallel. With an NDA in place, the seller should be prepared to provide access to the company’s contracts, accounting records, and other non-public information. Access to key employees and customers should be carefully considered and timing for the same, mutually agreed.

How long is the “typical” M&A process?

Most transactions can be completed within 30-90 days, depending on if regulatory or contract assignment approvals are required or whether any other hiccups occur during due diligence. Advisors can help sellers to anticipate roadblocks in advance, even at or before the LOI stage, and as we often tell potential sellers: “better to address potential problems on your own and in advance instead of in the middle of a transaction process.”

M&A Spotlight with American Holt Corporation

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American Holt Corporation is a technology-enabled provider of high-quality aftermarket replacement parts for production and processing machinery used in several high-throughput manufacturing environments. It specializes in parts supporting the food and beverage, paper converting, material handling, and warehousing manufacturing processes among other high-usage sectors.  Last December, Arcline Investment Management, a growth-oriented private equity firm, announced that it had acquired a controlling stake in American Holt Corporation from Founder and CEO Jon Levy. The existing management team, with Arcline’s support, will continue to lead American Holt through its next phase of growth. Gennari Aronson served as counsel to American Holt in the transaction.

What motivated you to consider a transaction after so many successful years as an independent company?

American Holt experienced twenty-five years of consistent growth without ever having a budget or a forecast.  We combined great quality with great service and we kept growing to the point where we needed more structure, so I started looking for the right partner to get us to the next step.

What was the process like?

You may want to run away!  The process was exhausting.  I solicited advice from trusted advisors and was informed that I need a great accountant, lawyer and investment banker, and they all have to get along.  I had the accountant already.  I interviewed nine bankers, and Leo Whitt at Baird quickly rose to the top.  Choosing a lawyer turned out to be an easy choice.  Two of my trusted advisers recommended Gennari Aronson, so I called my accountant to get his thoughts.  He suggested I use Gennari Aronson as well.  That was the easiest part of the process.  The actual process took ten long months.  Be prepared to work twice as hard as you ever have.  Having the right people to guide you through the process is critical.

What advice would you give to anyone who might be fielding calls from potential buyers and otherwise considering a similar path?

Thinking “I’m a successful businessman, I can do this myself.”  There is a temptation to try this on your own, don’t do it.  If you are contemplating the sale of your largest asset, hire good people.  Looking back on the process I can say that my lawyer, banker and accountant made this process much easier.