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Overview

"I enjoy helping business owners and their management teams achieve their goals, and have found that working with private companies provides a great opportunity to make a meaningful contribution. I understand the importance of developing a strong relationship with each client and providing practical legal advice to contribute to their success."

Ben brings clients a wealth of experience to help them evaluate strategic opportunities, think creatively, and manage risk while preserving opportunity.  He works closely with company management to understand their business strategy and ensure that legal strategy supports it.  Clients value his focus on teamwork and practical, cost-effective legal advice. 

Ben assists clients with relationships and transactions that contribute to the success of their businesses, such as private equity and venture capital financings, mergers and acquisitions, technology licensing and strategic partnerships for product development and distribution.  He advises clients in structuring business entities, providing advice on business plans, capital structure, financing, shareholder agreements, employee compensation and benefits and intellectual property matters. 

He also advises clients on a wide variety of business succession strategies ranging from transition of management and ownership to the next generation in a family business to the sale of a company to a financial or strategic buyer. Ben frequently serves as outside general counsel to clients and serves as chair of the firm’s Outside General Counsel Practice Group.

Recognition

Selected as "Lawyer of the Year" for Venture Capital Law, Best Lawyers in America, 2021

Selected for inclusion in Best Lawyers in America, Biotechnology and Life Sciences Practice; Corporate Governance Law, Mergers & Acquisitions Law, Project Finance Law; and Venture Capital Law, 2007-2021

Selected as "Lawyer of the Year" for Corporate Governance Law, Best Lawyers in America, 2020

Named to “Legal Elite” (Corporate Counsel), Virginia Business, 2018-2019; (Business Law), Virginia Business, 2017

Named a “Richmond Lawyer of the Year,” Best Lawyers, 2016, 2018, 2019

  • 2019 "Best Law Firms" Badge Artwork
  • Best Law firms 2021
  • Virginia Legal Elite

Experience

Experience

Represented a nutritious food products business in its Series C institutional venture financing, including reincorporation as a Delaware corporation, negotiating the corporate governance structure and addressing numerous due diligence issues.

Advised a financial services business in creating an innovative broad-based equity incentive plan involving surrender of the unvested portion of the CEO’s restricted stock grant and using the underlying shares to create restricted stock units payable in cash on a change in control, to offer employees special incentives to save for educational expenses and to make charitable contributions.  Restructured the vested portion of the CEO’s stock award to create a trust to ensure proceeds of a change in control transaction would be used for charitable contributions.  Addressed numerous issues under 409A and other provisions of the Internal Revenue Code.

Advised the seller of a medical information software business to a publicly traded buyer, and subsequently represented the seller in buying back certain technologies and starting new business lines.

Represented a financial services firm raising institutional venture capital financing to finance early stage operations in 2008.  Served as general counsel to the company, negotiating numerous warehouse, revolving and repo credit facilities, addressing corporate governance issues and working daily with the CEO and CFO. Negotiated the company’s buyout of the investors, yielding the investors a 3X return and gaining flexibility for the company to pursue new strategic opportunities.

Advised a business in transitioning ownership and control from the founders to the management team, addressing issues such as SWaM qualification, lender covenants and guaranties, taxable phantom income and continuity of operations, while helping the parties achieve a balance between the protection of their respective interests.

Represented the seller of a government contracting business in the sale of its assets to a strategic buyer, including compliance with federal acquisition regulations, as well as negotiation of employment and incentive compensation arrangements.

Represented a specialized chemical manufacturing company in a leveraged recapitalization with senior and subordinated debt, which enabled the owners to liquidate a portion of their company ownership while continuing to participate in company management and growth of equity value.

Perspectives

News

Speaking Engagements

Community

Community

Professional Affiliations

Virginia Bar Association

American Bar Association

Richmond Bar Association

Business and Civic Involvement

Virginia Center for Inclusive Communities, Board Chair

Housing Families First, Board of Directors

Greater Richmond Chamber of Commerce, Richmond Business Council, Past Chair

Leadership Metro Richmond

Small Business Initiative, Virginia Secretary of Commerce and Trade, Advisor

River City Crew (scholastic competitive rowing program), Past President and Director

Beyond the Law

Beyond the Law

Having grown up exploring the Canadian Rockies, Ben has a strong appreciation for nature and the importance of preserving it, and has enjoyed helping his children develop this appreciation.  While he still enjoys an occasional backpack trip to Alberta or Wyoming, he now spends much more time on the Chesapeake Bay, learning to appreciate, restore and preserve this natural wonder.

The University of Virginia School of Law, J.D.

Yale University, B.A.

  • Virginia
  • Massachusetts
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