Partner & Head of Corporate, Hale & Mercer LLP · Founders, family businesses, exits
Chicago · Hale & Mercer LLP · 911+ connections
I lead the corporate practice at Hale & Mercer. My work is the formation, financing and sale of privately held companies, usually with the owner in the room. I read every schedule myself, because the schedules are where deals go wrong.
I came to law from engineering and product management, and before that from a family software business where I watched a badly drafted shareholder agreement nearly tear the company apart. I have been trying to prevent that for other families ever since.
Nine marathons, one Carnatic violin, and a 1941 Parker Vacumatic that has signed every closing since 2018.
A founder asked me yesterday what the single most expensive sentence in a shareholder agreement is. It is the one that isn't there. Write down what happens when a co-founder leaves. Write it down while you still like each other.
Closed the sale of a family-owned HVAC business today. Three generations in the room, 46 employees staying, the name staying on the vans. The 1941 Vacumatic made it through another one.
Earn-outs are not a compromise. They are a bet about the future that both sides have agreed to measure the same way. If you can't write the measurement in one page, you don't have an earn-out, you have a lawsuit in two years.
And the measurement should be something the CFO can actually produce from the books. Ask one.
Lead the transactions group. Founder financings, family-business sales, earn-outs and brand licences.
Large transactions; learned that the smaller ones, with the client in the room, were the ones I loved.
Shipped two products. Learned to write a specification that an engineer and a lawyer could both read.
Columbia Law School, J.D., 2009
Cornell University, B.S. Operations Research, 2004
The second most expensive is 'to be agreed by the parties acting reasonably.'
Third: who owns the code. Ask me how I know.