Wayne provides advice and representation to public and private companies, entrepreneurs and start-up businesses in a wide variety of industries including traditional and high tech manufacturing, new media, internet, professional services, and biotechnology. His practice embraces all aspects of business representation with an emphasis on finding cost effective solutions that integrate business, financial, tax, accounting and legal considerations in complex sale and development transactions. Besides general servicing of business clients, he regularly advises clients on mergers and acquisitions, traditional, mezzanine and venture capital financing, strategic alliances, joint ventures and co-development projects, technology licensing, incentive compensation arrangements and executive employment and start-up business issues and structure. He has lectured on legal and business issues involving strategic alliances, venture capital, accounting, nanotechnology and the internet. Wayne has been a member of the board of directors of 3 publicly held companies and served on audit, compensation and corporate governance committees, co-founded the Connecticut Nanotechnology Initiative and served on the State of Connecticut Nanotechnology Advisory Panel until 2010.
Selected Engagements and Transactions
-Buyers and sellers in domestic and cross border transactions involving public and private companies in cash, equity and earn-out transactions with consideration of up to $500 million.
-Public and private companies in joint ventures, strategic alliances and licenses including patent and technology exchanges, supply agreements and investments with institutions and companies such as GE, Intel, Micron, Motorola, Hewlett Packard, IBM, Nortel, Lucent, Williams Communications, Sanofi, Chiron and Yale University.
-Lenders and borrowers including secured and unsecured credit facilities, mezzanine and subordinated debt and bridge financing of up $200 million.
-Recapitalization of multi-state pharmaceutical manufacturer including sale of non-core business research and development subsidiary and follow on restructuring of long term debt and concurrent investment by private equity group.
-Outsourced interim general counsel to US based publicly high tech company which had seven international and domestic manufacturing locations and over $500 million of annual sales.
-Outsourced interim general counsel to professional services company with over 1000 employees in ten states and annual revenue of over $250 million.
-Board of Directors and Special Committees on fiduciary duties and disclosure issues including in change of control transactions.
-Securities transactions including private placements, venture capital, equity incentive plans, IPO, 144A offerings and employee offerings.
-Employment agreements and equity based compensation and separation packages for senior executives of public and private companies and venture backed start-ups.
-Management teams in leveraged buy out and sale of control transactions.