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PaulBartlett

Associate

"My goal is to be an advocate for my clients while always moving their transactions closer to the finish line."

Overview

Biography

Paul routinely assists for-profit and not-for-profit clients with negotiating acquisitions and preparing associated documents, including purchase agreements. He is actively involved in all stages of a transaction, from the letter of intent through closing. Paul also assists with health care-related transactions and is familiar with the industry’s unique issues and regulatory problems.

Paul additionally helps start-ups raise working capital through private-placement securities offerings, which have ranged from $500,000 to $5 million. He also routinely counsels businesses on contract matters, governance issues, and day-to-day operations.

Bar Associations

  • Bar Association of Erie County
  • New York State Bar Association, Corporate Counsel Section
Experience

Representative Experience

  • Serves as counsel for a medical device start-up in connection with its $3 million Series B Regulation D, Rule 506 accredited investors equity round. Also served as counsel in its $3.6 million Series A round. The Series B round involves the preparation of various documents, including pre-emptive rights notices, an amended and restated operating agreement, subscription agreements, authorizing resolutions, and the creation of a post-funding equity incentive plan. 
  • Served as local NY counsel to a Canadian client in a $9.4 million cross-border acquisition of a food manufacturer and related real estate.
  • Served as outside general corporate counsel to a safety equipment distributor regarding negotiating and preparing an asset purchase agreement in which the client purchased inventory and intellectual property worth $3.3 million from a safety equipment distribution company in Pennsylvania.
  • Served as outside general corporate counsel to a safety equipment distributor in its $3 million acquisition of a safety equipment distribution company in Indiana.
  • Served as outside general corporate counsel to a commercial cooling, heating, and ventilation systems manufacturer in acquiring $1 million in business assets from a NY wholesale air conditioning supplies company.
  • Served as outside general counsel to sellers in a $15 million sale of 25 Burger King restaurant franchises and related business assets to an Oklahoma purchaser.
  • Served as outside general counsel to a purchaser in the acquisition of Oklahoma taco restaurant franchises and related business assets collectively valued at $2.8 million.
  • Served as outside general counsel to a Buffalo eDiscovery and litigation support company in its $350,000 acquisition of an Ohio-based eDiscovery business.
  • Served as outside general counsel to a regional commercial trucking business and business owners in the $2 million sale of the business and handled the related real property and employment of the selling business owners.
  • Served as outside general corporate counsel to a commercial cooling, heating, and ventilation systems manufacturer in acquiring $1 million in business assets from a NY wholesale air conditioning supplies company.
  • Served as outside general counsel to a purchaser in the acquisition of firearm magazine-loading technology and intellectual property rights and served as issuer counsel in the related $600,000 Regulation D private placement fundraising round.
  • Served as outside general counsel to a purchaser in the $500,000 acquisition of a gun-care-products company and related intellectual property rights.
  • Served as company and shareholder counsel in a tuxedo rental company's $1 million sale of assets to a Pennsylvania acquirer. 
  • Served as counsel to a majority purchaser group in the $7.2 million acquisition of a Rochester-based manufacturer's sales representative for industrial heating, cooling, and generators and affiliated entities.
  • Served as counsel to a perishable foods broker and marketing company in a $3 million-plus earn-out asset sale and real property lease to a nationwide firm. 
  • Served as outside general counsel to an insurance agency in its $2 million acquisition of a Rochester-area insurance agency and the related property lease.
  • Served as outside general counsel to an insurance agency in its $2.7 million acquisition of two affiliated Rochester-area insurance agencies and the related property lease.
  • Served as outside general counsel to a US online test proctoring company in a $5.1 million Canadian cross-border asset sale.
  • Represented a US esports company in its Regulation D, Rule 506 private placement fundraising rounds and subsequent $25 million cross-border stock sale to a Canadian purchaser.  
  • Served as outside counsel to a residential health care facility operator in the $7.5 million sale of a facility and related real property.
  • Served as outside general counsel to a performing provider system (PPS) in the acquisition of a Rochester-area regional health home network.
  • Served as counsel to a NY Regional Health Information Organization (RHIO) in its merger with another RHIO that doubled the scope of the client's service base.
  • Served as outside general counsel to a WNY behavioral health provider in its merger with a regional child and adolescent behavioral health provider and in obtaining related regulatory approvals.
  • Served as outside general counsel to a regional pharmacy, pharmaceutical products, and long-term and assisted living consulting company in a $14 million sale of assets.
  • Served as outside general counsel for nursing home facilities and related sellers in a $45 million equity sale and Department of Health regulatory approval process. The overall purchase and sale of all issued and outstanding equity in targets to the buyers is expected to span six years and involves complex health care regulatory compliance challenges and responsive deal structuring and drafting.
  • Represented a residential hamlet and the Town of Pomfret to establish a water district and to finance improvements pursuant to NYS Town Law, including SEQRA compliance, governmental permitting, and USA Rural Development Agency finance. 

Prior Experience

  • Damon Morey LLP, Law Clerk
  • Law Office of Kevin Stocker, Esq., Law Clerk
  • NYS Appellate Division, Fourth Department to Judge Gerald Whalen, Judicial Extern

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