EKutchin@bmklegal.com

Phone: (617) 557-3030

Mobile: (617) 633-3130

Fax: (617) 557-2939

44 School Street

Boston, Massachusetts 02108

• LL.M., Taxation, Boston University School of Law, 1981
• J.D., New England School of Law, 1978
• B.A., Muhlenberg College, 1975

• Massachusetts
• United States Court of Appeals, First Circuit
• United States Court of Appeals, Third Circuit
• United States District Court, Massachusetts
• United States Court of Claims
• United States Tax Court

Mergers and Acquisitions

Representation of public and private corporations, including portfolio companies of private equity firms, in a wide range of mergers, acquisitions, and dispositions, including:

• Represented a client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.
• Represented sister portfolio companies in simultaneous asset sale to two different purchasers involving an aggregate sale price of over $32 million.
• Represented a public corporation in a “private placement of public equity” (PIPE) transaction involving the sale of both convertible subordinated promissory notes and accompanying warrants and Series A preferred stock and accompanying warrants in an aggregate subscription amount in excess of $9 million.
• Represented a public corporation in the purchase of two subsidiaries in a cash transaction valued in excess of $20 million.
• Represented a regional wholesaler in the sale of his family business to a strategic purchaser in an asset acquisition on a cash free, debt-free basis for a purchase price of $15 million.
• Represented a public corporation in the sale/leaseback of its corporate offices and a large manufacturing facility in a transaction valued in excess of $15 million.
• Represented an architectural, engineering, and construction management firm in the $15 million stock sale of its entire business.
• Represented the purchaser in a multi-million-dollar acquisition of a Mercedes-Benz automobile dealership.
• Represented numerous start-up entities in the negotiation and placement of equity securities.
• Represented Uno Restaurant Holdings Corporation in the sale/leaseback of three restaurant locations in a transaction valued in excess of $8 million.
• Represented a publicly held corporation in connection with its acquisition by a Hang Seng listed corporation.
• Represented a corporation in the formation of a multinational joint venture with a large DAX 30 listed corporation
• Represented a private equity fund in a share exchange of a portfolio entity, effecting a partial management buyout.
• Representation of public and private corporations, including portfolio companies of private equity funds, in a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, and employment matters.

Corporate Finance

Representing numerous lenders and borrowers in multi-million dollar secured and unsecured loan facilities, including:

• Represented health care industry portfolio company of private equity fund in a $22-million credit facility
• Representation of senior lenders in connection with numerous asset-backed and real-estate-backed lending facilities and with structured acquisition financing
• Represented private equity firm in connection with a $10 million line of credit
• Represented lender in connection with multimillion-dollar hotel construction financing
• Represented strategic acquirer in connection with a loan convertible into equity of target corporation
• Represented automobile dealer in multi-million-dollar floor financing
• Represented client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.

Business Litigation

• Obtained an injunction in the US District Court for the District of Massachusetts requiring the escrowing of $1.7 million for two former directors of an India-based subsidiary of a Massachusetts corporation for indemnification against potential personal liability for corporate tax obligations in India.
• Successfully obtained summary judgment in Massachusetts Superior Court in favor of a dental practice client for claims brought by a former employee for racial discrimination, intentional infliction of emotional distress, and intentional interference with advantageous business relations.
• Successfully obtained dismissal, on personal jurisdiction grounds, of all trademark infringement and related claims brought in the US District Court for the Northern District of Iowa against a Massachusetts-based consumer products company.
• Representation of a private equity firm and the senior officers and directors of one of its portfolio companies (a dialysis provider) in defending an action in the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware brought by a Chapter 7 trustee alleging over $450 million in claims for fraudulent transfer and aiding and abetting breaches of fiduciary duty in connection with the recapitalization and sale of DSI Renal.
• Representation of an office products company in litigation in Michigan State Court alleging breach of contract and violation of the uniform fraudulent conveyance act.
• Representation of a senior officer in an action brought by National Amusements, Inc. in the US District Court for the District of Massachusetts alleging fraud, breach of fiduciary duty, Civil RICO, and civil conspiracy allegations.
• Representation of a publicly held corporation in a claim for breach of real estate lease brought in the US District Court for the District of New Hampshire.
• Representation of a private equity firm in a contract dispute action brought in the Delaware Superior Court alleging fraudulent misrepresentation and civil conspiracy to defraud.
• Representation of publicly held corporations in corporate governance matters, equity and debt financings, disclosure matters, stock exchange listing standards, and securities compliance matters.
• Representation of corporations and executives in employment matters, including the negotiation of executive employment agreements, non-competition agreements, and the resolution of employment disputes, including the enforcement of non-competition agreements.

• Selected as one of Boston’s Top Rated AV Preeminent Rated™ Lawyers each year from 2006 through 2023
• Awarded an “AV” rating by Martindale-Hubbell, the highest accolade from a select group of attorneys who have been recognized by their peers for both legal expertise and high ethical standards
• Massachusetts Super Lawyer, Boston Magazine, for 2006 and from 2019-2022
• Selected as a “CJP Superstar” by Combined Jewish Philanthropies of Greater Boston, Inc. (CJP) in recognition of his leadership as the co-chair of the reimagined Lawyers and Accountants Reception in 2015
• Included in the Who’s Who Registry, Platinum Edition, Who’s Who of Emerging Leaders in America, Who’s Who in American Law, Who’s Who in America, Outstanding Young Men of America, and Who’s Who Among Young American Professionals
• Mr. Kutchin served on the editorial board of the New England Journal of Prison Law in law school.

• American Bar Association
• Massachusetts Bar Association
• Boston Bar Association
• Community Service: Massachusetts Eye and Ear Infirmary-Member-Board of Trustees; Combined Jewish Philanthropies of Greater Boston-Member–Audit Committee, Co-Chair–Lawyers and Accountants Annual Reception (2015); Jewish Community Relations Council of Greater Boston- Member of Executive Committee and Board of Directors, Treasurer and Chair- Finance Committee, Member- Public Policy Committee; Co-Chairman – Muhlenberg College New England Area Regional Alumni Association