JUSTIN ESCHER ALPERT
Justin Escher Alpert has experience counseling venture capital investors and corporate clients ranging in size from individual entrepreneurs to publicly traded entities. Justin counsels his clients with respect to a broad range of transactions including advising companies and investors with regard to raising capital; restructuring of capitalization; mergers and acquisitions; and general corporate governance. He also advises concerning compliance with or exemption from regulations in private financings and investments; intellectual property development, licensing, and protection; and day-to-day operation of small and mid-size companies.
Mr. Alpert counsels clients throughout the course of their business life-cycles starting with respect to corporate formation, formulating business strategies, employment agreements and compensation plans, complex contract negotiation and drafting, and licensing of intellectual property. He also advises concerning the preparation of business plan memoranda and in formulating presentations to angel and venture capital investors.
Mr. Alpert was previously associated with Lowenstein Sandler as Counsel to its Tech Group and with the Wall Street firm of Cadwalader, Wickersham & Taft in its Corporate/M&A Department.
Prior to practicing law, he spent years working on production of major motion pictures, including The Devil’s Own, Striptease, Fair Game, Independence Day, The Indian in the Cupboard, and The Perez Family, in Miami, Los Angeles, and New York. He currently play bass guitar with two of Essex County’s premier rock n’ roll bands, The Stiff Joints and 3MI.
Mr. Alpert graduated with a B.A. from Florida State University and earned his J.D. from New York Law School, magna cum laude. He is admitted to practice in New York and New Jersey.
“Counsel is about creating the safe space for assumptions to be challenged and ideas to grow.”
- Represented the selling group in the sale of a nationally recognized medical education company to a strategic acquirer, participated in and negotiated the investment banking firm’s engagement agreement; negotiated asset sale agreement, seller group promissory notes and related security agreements, executive employment and consulting agreements, as well as assignment, assumption and consent agreements.
- Represented the purchasing group in the acquisition of a pharmaceutical contract manufacturing facility from a “Big Pharma” corporation, structured the purchasing group and its affiliates to accommodate liability and tax concerns, arranged senior secured debt facilities as well as mezzanine financing, and negotiated and documented purchase of the level III manufacturing facility from the former owner, as well as commercial manufacturing agreements with existing pharmaceutical company clients.
- As co-counsel with bankruptcy counsel, represented owner of a large shopping mall in its sale of a 50% interest to a national REIT, negotiated and settled numerous outstanding disputes relating to satellite properties owned by the client, documented several forbearance agreements with lenders on behalf of client and developed a corporate restructuring plan for the client in connection with the retained properties.
- Represented a large East Coast engineering firm in its sale to a national engineering firm, negotiated and documented all aspects of the transaction, including the investment bank’s engagement agreement, the purchase and sale agreement, consulting agreements, and assignment and assumption agreements with respect to work in process and commercial real estate agreements.
- Represented a regional commercial grower of herbs and plants in connection with new credit facilities, restructured the related entities to create a more efficient organization in advance of the loan transactions, addressed complex and significant tax issues and real property title defects, and negotiated and documented several term loans and lines of credit.
- Represented an international supplier of well and drilling products to the oil and gas industry in connection with a new credit facility with a money center bank, including an EXIM Bank sub-facility, negotiated and drafted loan documents, including security agreements and inter-creditor agreements.
- Represented a purchaser in connection with the settlement of a “corporate divorce” matter between equal partners in a professional placement and consulting practice to the pharmaceutical industry, documented the settlement resulting in the acquisition of the equity from the selling partner.
- Represented a value-added reseller of software to a strategic buyer, negotiated the purchase and sale agreement with complex consideration provisions, including subordinated debt and earn-out provisions.
- Represented a franchisee of a photography-related franchise in connection with the acquisition of existing franchise locations from franchisees, as well as new franchise locations from franchisor, arranged third-party financing for the transactions and negotiated area developer rights for the client.
- “Negotiation Strategies in Connection with Construction Contracts,” guest lecturer at Columbia University
- “Choice of Entity, Formation and Organization of Start-Up Businesses,” guest lecturer at Rutgers University
- “Financing Early Stage Companies,” guest lecturer at Fairleigh Dickinson University
- “Project Financing for Government Contractors,” speaker at Picatinny Arsenal Government Contractor Symposium
- “Mergers and Acquisitions for Privately Held Companies,” panelist at Alliance Bernstein M&A Forum
- “Techniques to Maximize Value to Seller of Assets in a Privately Held Business,” panelist at New Jersey Society of Certified Public Accountants, Essex County Chapter
- “How to best work on a corporate transaction with your attorney,” published on LinkedIn – June 18,2019
- “Selling Your Business: Carrying Paper,” published on LinkedIn – July 2, 2019
- “Pulling Back the Legal Curtain,” published on LinkedIn – July 16, 2019