Corporate Governance & Disputes

Serve as outside general counsel to a nonprofit continuing care retirement community located in Baltimore, MD. Our role is to provide legal and strategic advice on a wide range of matters, including nonprofit board governance, regulatory compliance issues, arrangements with third parties, employment matters, HIPAA, and resident issues.

Serve as outside general counsel to a nonprofit CCRC advising on regulatory compliance, employment matters, resident relations, board governance, and third-party arrangements. We are currently assisting with the establishment of a new Continuing Care at Home (CCaH) program — the first in Maryland to be affiliated with a CCRC — including corporate formation, nonprofit status, and regulatory approval. In 2023, we negotiated a strategic agreement with a major medical group affiliated with a Maryland health system to establish an on-site medical clinic for residents.

Maryland counsel to numerous real estate investment trusts (REITs), business development companies (BDCs) and closed-end funds in response to activist stockholders, contested election matters, proxy contests and bet-the-company litigation. Maryland counsel to BDC attendant to multiparty transaction involving sale of investment portfolio followed by strategic stock sale and investment management agreement with new investment advisor. Maryland counsel to private equity buyer of publicly-traded REITs, non-traded REITs and other Maryland corporations. Maryland counsel to private credit fund attendant to conversion to BDC. Maryland counsel to multiple publicly-traded Maryland corporations and their special committees in connection with strategic transactions. Counsel to external advisor to Maryland REIT. Maryland counsel to multiple REITs and BDCs in connection with follow-on offerings.

Advice to three merged specialty practices in addressing ownership and stockholder agreement issues and the establishment and ownership of related surgery centers.

Planning in connection with a corporate structuring of a seven-hospital not-for-profit health system to streamline operations and governance.

Obtained judgment in favor of managing member and co-owner of multimillion dollar real estate enterprise in dissolution and breach of fiduciary duty litigation following 15-day trial. Judgment affirmed on appeal.

Successful representation of corporations and private equity sponsors in stockholder actions challenging multimillion and multibillion dollar transactions.