I derive great personal and professional satisfaction from structuring, drafting, negotiating and closing business deals. Even though my clients are often business entities, ultimately it’s about the people involved and their goals and objectives are paramount. I approach each matter with that in mind.
Mr. Felton concentrates his practice in the areas of corporation, LLC and partnership formation, operations and agreements, mergers and acquisitions, securities law, reorganizations, joint ventures, employment law, and the financing of transactions through both public and private equity and debt. He often serves as outside “in house” counsel, providing general legal advice on both day-to-day issues and major complex problems.
Mr. Felton’s clients range from entrepreneurial start-ups to established middle market companies operating in a diverse variety of industries, including manufacturing, technology, food & beverage, real estate, construction and healthcare, as well as service industries. Mr. Felton also represents issuers and underwriters in public and private offerings and counsels clients concerning corporate governance and SEC compliance issues.
Honors & Awards
- Listed in Chambers USA (a publication of Chambers and Partners) in the Corporate/M&A practice area (2003 – present)
- Listed in The Best Lawyers in America© (a trademark of Woodward/White, Inc.) in the Mergers and Acquisitions Law, Corporate Law and Securities/Capital Markets Law practice areas (1994 – present)
- Selected by Best Lawyers® (a trademark of Woodward/White, Inc.) as 2016 Woodbridge "Lawyer of the Year" in Mergers & Acquisitions Law; as 2013 Woodbridge "Lawyer of the Year" in Corporate Law; as 2012 Woodbridge "Lawyer of the Year" in Mergers & Acquisitions Law
- Listed in New Jersey Super Lawyers (a Thomson Reuters business) in the Mergers & Acquisitions, Securities & Corporate Finance and Closely Held Business practice areas (2005 – present)
- Martindale-Hubbell® Peer Review Rated AV® Preeminent (a trademark of Internet Brands, Inc.) (2001 – present)
Please visit our Award Methodology page for a description of the standard or methodology on which these accolades are based. Attorney Advertising: No aspect of this advertisement has been approved by the Supreme Court of New Jersey.
Representative Matters
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Representation of the sole shareholder and seller of a real estate title business to a major New Jersey-based real estate brokerage firm focused primarily on the residential market. The $3 million+ transaction involved the management of complex tax and earnout issues and were further complicated by personal issues involving the selling shareholder
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Representation of a corporation that was formed to generate “rollover equity” in the sale, several years prior, of a business owned by two shareholders. The transaction involved a second sale of the same business to a third party and was complicated by the fact that one of the former shareholders was taking rollover equity in the second sale transactions as well, which the other was not. The unusual dynamics of these combined $400 million transactions generated tax complications that we worked through in conjunction with the client’s accountants
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Representation of a bulk food dry ingredient supplier and processor with a number of New Jersey locations in the $15 million sale of its assets to a privately held investment firm. The transaction required the negotiation of several leases for the various locations with the buyer, and also included our negotiation of a complex earnout provision, as well as an F reorganization requiring sophisticated tax advice
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Representation of a mid-sized CPA firm in its merger with a larger accounting firm with offices throughout New Jersey. The transaction included our negotiation of insurance coverage, employment, equity partnership and real estate leasing issues between the parties involved in the merger
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Representation of the seller of a high-end distributor of meat products in the $100 million+ sale of its equity to a larger and more broad-based distributor of products to the restaurant and retail sectors. The transaction included our negotiation of a complex licensing agreement with the buyer to address the substantial value of the company’s trademarks
- Representation of an endoscopy practice in its $7.5 million acquisition by a major hospital
- Representation of a client in an $11 million transaction related to the purchase of three supermarkets in Essex County, NJ
- Representation of a division of a leading global packaging company in its $35 million acquisition of a recycling business in South Plainfield, NJ
- Representation of a sign manufacturing business in its $115 million acquisition by a private equity firm
- Representation of a manufacturer in the $75 million acquisition of a competitor with six business locations
- Representation of an industrial company in a $22 million acquisition
- Sale of a publicly traded company through an auction process
- Sale of a local distribution company in a $6 million transaction
- Sale of a medical device company to a subsidiary of Johnson & Johnson for $50+ million
- Representation of a consumer products company in the $75 million sale of its business to a private equity firm
- Sale of a dairy to Dean Foods in a $15 million transaction
- Representation of an Italian food distribution company in the $60 million sale of its business to Vistar Corporation
- Representation of a global industrial packaging firm in its acquisition of a major manufacturer and supplier of fiber drum technologies for the agricultural and chemical markets
- Sale of the assets of the leading producer of barware and wine-related accessories in a $69.5 million transaction
- Representation of a New Jersey-based commercial lender in a restructuring of financing through the New Jersey Economic Development Authority. Negotiations between the bank, the EDA and the IRS were complicated by the borrower’s breaching of certain requirements of the Internal Revenue Code relating to industrial revenue bonds
- Served as New Jersey counsel to an AmLaw 100 firm in its representation of a Top 10 national homebuilder in several public debt offerings valued at $200-350 million
- Served as New Jersey counsel to an AmLaw 100 firm in its representation of a construction materials New York Stock Exchange company in connection with its hostile takeover of another New York Stock Exchange company
- Served as New Jersey counsel to an AmLaw100 firm in connection with a $325 million bond offering registered with the Securities and Exchange Commission
- Representation of a number of gasoline station owners in connection with their respective purchases of approximately two dozen locations throughout New Jersey. Total value of transactions ranged from $25-40 million
- Representation of a regional cooperative in the retail restaurant industry with over 2000 franchise members in thirteen U.S. states, in connection with a merger with three other regional cooperatives. The resulting entity represents all U.S. distribution east of the Mississippi River
- Representation of a medical electronic billing company in its sale to a Texas-based medical products/services company for $22 million plus an earn-out
- Representation of a client in its acquisition of a specialty food distributor for $8 million
Uniquely NJ
- New Jersey Chamber of Commerce Board of Directors (2010 - present)
- New Jersey State Bar Association; Business Law Section, Board of Directors (past Chair); General Council
- Middlesex County Bar Association
More Activities & Experience
- American Bar Association, Business Law Section
- Mr. Felton is Management liaison to the firm's Diversity, Equity & Inclusion Leadership Team
- Rutgers Law Review (Research Editor, 1980-81)
Presentations & Speaking Engagements
- Sponsor: New Jersey Institute for Continuing Legal Education, May 2, 2023
- Lecturer, 2022 New Jersey M & A ConferenceSponsor: New Jersey Institute for Continuing Legal Education, October 26, 2022
- Sponsor: Mazars , May 19, 2022
- Sponsor: New Jersey Institute for Continuing Legal Education, February 12, 2021
- Sponsor: New Jersey Institute for Continuing Legal Education, October 28, 2020
- Sponsor: MSI International Virtual Conference, October 20, 2020
- Lecturer, New Jersey M&A ConferenceSponsor: New Jersey Institute for Continuing Legal Education, October 29, 2019
- Presenter, Transactional ForumSponsor: New Jersey Institute for Continuing Legal Education, April 27, 2017
- Sponsor: Association of Corporate Counsel New Jersey, September 16, 2016
- Sponsor: WeiserMazars, June 15, 2016
- Sponsor: WeiserMazars LLP/Association of Food Industries, January 21, 2016
- Sponsor: New Jersey Institute for Continuing Legal Education, November 18, 2014
- Presenter, New Jersey’s New LLC Act, 2014 Business Law Symposium and Corporate Counsel InstituteSponsor: New Jersey State Bar Association, April 2014
- Sponsor: New Jersey Institute for Continuing Legal Education, November 13, 2013
- Presenter, Forming, Maintaining or Breaking Shareholder and Partnership Relationships in a RecessionSponsor: Greenbaum, Rowe, Smith & Davis LLP Webinar, June 23, 2009
- Speaker, Limited Liability CompaniesSponsor: National Business Institute, October 16, 2008
Publications & Alerts
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, March 15, 2023
- Middlesex Advocate, October 2021
- New Jersey Lawyer, August 2021
- Author, Organization and Sale of Small BusinessesPractical Skills Series, New Jersey Institute for Continuing Legal Education, 2019
- Commerce Magazine, July 1, 2017
- Quoted, Best Practices Guide: LawCommerce Magazine, January 1, 2016
- Quoted, Best Practices Guide: LawCommerce Magazine, 2014-2015
- New Jersey Law Journal, January 12, 2015
- New Jersey Law Journal, November 13, 2014
- New Jersey Lawyer, October 2014
- Quoted in Commerce Magazine, "Exiting Your Business on Top," published by Commerce & Industry Association of New JerseyMay 2014
- Quoted in Enterprise Magazine, “Guide to Hiring: Do’s & Don’ts,” published by New Jersey Chamber of CommerceMarch 2014
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, March 2014
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, February 2014
- Quoted in Commerce Magazine, “Best Practices Guide,” published by Commerce & Industry Association of New JerseyAugust 2013
- Quoted in Enterprise Magazine, “What Kind of Insurance or Continuation Plan Does Your Business Need?,” published by New Jersey Chamber of CommerceApril 2013
- Quoted in NJBIZ article, “New Law Governing LLCs Takes Effect”March 2013
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, September 2012
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, April 2012
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, December 2011
- Greenbaum, Rowe, Smith & Davis LLP Client Alert, December 2011
- The Metropolitan Corporate Counsel, October 1997
- Author, Secured Transactions Under Article 9 of the Uniform Commercial CodeChapter in “New Jersey Practice Skills and Methods,” (West), 1996
Departments
Practice Groups
Education
Rutgers University School of Law, Newark, J.D., 1981
Rutgers College, B.A., 1978
Bar Admissions
- New Jersey, 1981
- U.S. District Court, District of New Jersey, 1981
- U.S. Tax Court, 1983
- Chambers USA 2022 -
(a publication of Chambers and Partners)
Editorial Excerpt: Represents both purchasers and target companies in M&A transactions.
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Please visit our Award Methodology page for a description of the standard or methodology on which these accolades are based. Attorney Advertising: No aspect of this advertisement has been approved by the Supreme Court of New Jersey.