NORMAN D. KALLEN

Partner

Norman Kallen dedicates his practice to advising clients in diverse business and transactional matters. A substantial portion of his practice focuses on mergers and acquisitions for middle and lower middle market companies in an array of industries. Norman completes numerous M & A transactions annually, valued in the hundreds of millions of dollars. In addition, he is a sought-after speaker on M & A thought leadership, appearing at numerous forums and CLE presentations throughout the year.

In addition to his robust M & A practice, Norman provides pivotal legal frameworks around
divestitures, financings, corporate restructurings and capitalization; joint ventures, shareholder/member agreements and disputes; marketing, distributorship and licensing agreements; and other commercial contracts. He also counsels start-up and mature closely-held and family-owned businesses in all facets of the business life cycle, including capital raising (private equity, angel funding, and debt financing), growth strategy, shareholder/owner issues, business succession planning, turnaround and restructuring, and employee/employer issues including executive level employment and equity compensation issues.

With a background as corporate counsel to a start-up software technology company, Norman has first-hand experience in advisory regarding software and technology development and licensing, including joint development agreements, protection against exploitation of intellectual property, strategic alliances and related venture capital and early-stage funding. As a result of this in-house experience, Norman brings legal acumen and business insight to his clients to help them effectively and efficiently achieve their immediate and strategic goals.

Prior to BMK, Norman served as General Counsel for a New Jersey-based software technology company. Before moving in-house in 2000, he was a partner in the law firm of Ravin, Sarasohn, Cook, Baumgarten, Fisch and Rosen, P.C. Previously, he practiced in the corporate department at Sills Cummis.

Norman is admitted to practice in New Jersey and the United States Tax Court. He earned a J.D. from Seton Hall University School of Law, an LL.M. in Taxation from New York University School of Law, an M.B.A. from Rutgers University Graduate School of Management and a B.A. from Rutgers University.

Representative Transactions

Represented the shareholders of two textile companies in sale of equity to a private equity group. Transaction included a rollover of equity in the acquirer. Holdings included warehousing and manufacturing facilities in seven states.
Represented regional home health care provider in strategic sale of assets to national home care provider.
Represented seller of software platform that allows users to (1) generate customizable real estate closing and settlement documents, and (2) order closing protection letters, policy jackets, and title/property/lien searches through application programming interfaces with underwriters and title search vendors.
Represented seller engaged in product design and engineering of medical devices for the healthcare industry in equity sale to a private equity group. This was a holistic sale addressing the entire development process including product design and human factors, systems, software, electronics, mechanical, quality and compliance. The seller continued to manage the company post-sale.
Represented seller in equity sale of a cloud-based invoice process solutions provider (SaaS) using proprietary software for AP automation solutions and invoice processing to a publicly traded French company.
Represented New Jersey-based purchaser in acquisition of all equity in a California electronics corporation that provides standard and custom-designed power supplies. Purchaser is a leading designer and manufacturer of power conversion products to the U.S. Defense Dept. and various industry sectors.
Represented New Jersey- based global distributor and manufacturer of equipment and programs serving physical education, recreation, special needs therapies and education.
Represented a strategic payer marketing agency, focused on guiding clients to successful market access for their products including establishing best practices to implement these experiences for payer customers, in an equity sale to a private equity firm specializing in building healthcare businesses.
Represented numerous clients, including an international reseller of computer mainframes and ancillary equipment and an international supplier of drilling equipment to the oil and gas industry, in connection with securing new bank credit facilities, including EXIM Bank sub-facilities, as well as negotiating and drafting loan documents to facilitate their expansion of domestic and international activities.
Represented shareholder of EDI provider in connection with sale of equity to publicly traded buyer and subsequent acquisition of co-shareholder equity, including negotiating and drafting stock purchase agreements, related capital raise documents and preferred stock conversion documents.
Represented purchasers of national remodeling contractor in all aspects of its acquisition including the review, negotiation and preparation of all transactional and financing documents.
Represented numerous equity holders in negotiating, documenting and financial restructuring necessary to effect “corporate divorce” matters across numerous industries.
Represented multinational reinsurance software and service provider in connection with the negotiation and preparation of a master software development agreement, software license agreement and SLA for the development and maintenance of customized software and service related support.
Represented UK industrial materials consultancy and metallurgical testing company in connection with the acquisition of equity from a domestic materials testing facility.
Represented an international supplier of well and drilling equipment in connection with the negotiation and preparation of various master supply agreements having operations in the Gulf of Mexico, Southeast Asia, Africa and South America.
Represented manufacturer and producer of nutraceutical products in the negotiation, review and documentation of new credit facilities to infuse working capital, fund facility expansion, expedite equipment modernization and facilitate real estate acquisitions.

Speaking Engagements

“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
Presentation to the New Jersey Society of Certified Public Accountants, Passaic County Chapter entitled “Selected Provisions of the New Jersey Revised Uniform Limited Liability Company Act”
Continuing education presentation to large regional accounting firm on the revisions to the New Jersey Reform Uniform Limited Liability Company Act
“Protecting your Intellectual Property in Private and Government Contracting”, co-presenter at Picatinny Arsenal

Areas of Practice

Education

Bar and Court Admissions

NORMAN D. KALLEN

Partner

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Representative Transactions

Speaking Engagements

We look forward to speaking with you.