KNorthup@bmklegal.com

Phone: (617) 557-3030

Mobile: (617) 797-7637

Fax: (617) 557-2939

44 School Street

Boston, Massachusetts 02108

• J.D., Villanova University School of Law, 1996
• B.S., Northeastern University, 1993. Summa cum laude

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

Mergers and Acquisitions

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

• Represented owner of a Massachusetts-based manufacturer in an equity ownership sale transaction which included (1) a purchase price of over $130 million, (2) the rollover of a portion of the purchase price into equity ownership interests of the acquiror’s parent, and (3) representation and warranty insurance.
• Represented strategic buyer in a $70+ million “carve out” transaction to purchase certain assets and liabilities of a Mid-Western business.
• 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.
• Represented strategic buyer in the acquisition of substantially all of the assets of a Mid-Western business for aggregate transaction value (including earn-out payments) of over $12 million.
• Represented sister portfolio companies in simultaneous asset sale to two different purchasers involving an aggregate sale price of over $32 million.
• Represented a wholesale hardware distributor in connection with the $15 million asset sale of his family owned business.
• Represented an architectural, engineering, and construction management firm in the $15 million stock sale of its entire business.
• 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 private equity fund in a share exchange of a portfolio entity, effecting a partial management buyout.
• Represented a publicly traded telecommunications company in its $10 million acquisition of stock of a wireless internet communications provider.
• Represented a publicly traded telecommunications company in its multi-million-dollar acquisition of a radio tower corporation.
• Represented a portfolio company of a private equity fund in its sale of stock to a division of H.J. Heinz Company.
• Represented the purchaser in a multi-million-dollar acquisition of a Mercedes-Benz automobile dealership.
• Represented numerous dentists in connection with the purchase and sale of dental practices.
• Represented a publicly held corporation in connection with its acquisition by a Hang Seng listed corporation.
• Represented a corporation in forming a multi-national joint venture with a DAX 30 listed corporation.
• 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

Represented 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 $22 million credit facility.
• Represented lenders in structured acquisition financings.
• Represented lender in connection with multi-million-dollar hotel construction financing.
• Represented private equity fund in capital call line of $10 million.
• Represented strategic acquirer in connection with a loan convertible into equity of target corporation.
• Represented automobile dealer in multi-million-dollar floor financing.
• Represented lenders in loans to high-net-worth individuals secured by unusual assets such as rare wines and art.

Business Litigation

• Appeared before the Third Circuit Court of Appeals and obtained affirmation of a lower court summary judgment ruling in favor of a New York registered investment adviser and its senior officers and directors against SEC Rule 10b-5, Exchange Act Section 20(a) control person liability, negligent supervision, and breach of fiduciary duty claims.
• 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 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 in the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware in defending allegations of breach of fiduciary duties, corporate waste, and fraudulent transfer.
• 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.

• Boston Bar Association
• Massachusetts Bar Association