Ralph DiLeone
Senior Partner
Ralph DiLeone advises closely held and family-owned companies in a broad range of industries from start-ups to long established companies. Clients treat Ralph as their trusted advisor because he is adept at devising creative solutions to their most pressing concerns, whether buying or selling a business, transferring ownership between or among family members, structuring the relationships between owners and third parties, or managing other business situations.
He represents clients on mergers and acquisitions, corporate succession and ownership-transition agreements, and the structuring of business transactions to help them achieve their strategic tax, and estate-planning objectives.
His day-to-day business law practice involves managing:
- Business entity formation
- Business, succession, transition and continuation planning
- Employment contracts
- Executive compensation arrangements
- Financing arrangements
- Franchising advice for both franchisors and franchisees
- Joint ventures
- Lease agreements
- License agreements
- Member, shareholder and owner disputes
- Mergers and acquisitions
- Operating agreements
- Real estate purchase and lease agreements
- Tax issues
- Venture capital financing
Experience
- Represented several closely held and family-owned businesses in the negotiated sale of 100% of company equity to strategic acquirers at valuations exceeding appraised value. Also represented several closely held and family-owned businesses in the negotiated purchase of 100% of the equity of various target companies. These transactions included structuring and negotiating the purchase price, purchase price payment, mechanics, representations and warranties, indemnification provisions, and post-closing transition arrangements, as well as facilitating the orderly transfer and continuation of key contracts, intellectual property, and operating assets.
- Advised multiple closely held and family-owned companies in the sale of substantially all operating assets to non-strategic buyers in transactions structured to maximize value beyond appraised levels.
- Represented several closely held and family-owned businesses in the negotiated purchase of substantially all of the assets of various target companies. Transactional work included structuring asset sales, negotiating asset purchase agreements and ancillary transition documents, addressing tax allocation issues, and coordinating post-closing obligations to ensure operational continuity.
- Counseled business owners of closely held and family-owned corporations in comprehensive restructurings of ownership and management frameworks designed to ensure continuity of operations in the event of death, disability, or other unplanned transitions. Matters included equity restructurings, governance redesign, and integration of business-succession planning with estate-planning objectives.
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Regularly represent owners of closely held and family-owned businesses in the design and implementation of buy-sell and ownership-transition agreements intended to prevent ownership by unintended parties and provide clear, predictable succession outcomes upon death, disability, retirement, or other triggering events. Work includes valuation methodologies, funding mechanisms, and tax and estate coordination.
- Advises business owners across multiple industries on transactional and structural planning designed to position companies for future sale, recapitalization, or generational transition, and for future purchases of target companies including corporate reorganizations, equity restructurings, executive compensation arrangements and key commercial agreements.