Overview
"I enjoy helping business owners and their management teams achieve their goals, and have found that working with private companies provides a great opportunity to make a meaningful contribution. I understand the importance of developing a strong relationship with each client and providing practical legal advice to contribute to their success."
Ben brings clients a wealth of experience to help them evaluate strategic opportunities, think creatively, and manage risk while preserving opportunity. He works closely with company management to understand their business strategy and ensure that legal strategy supports it. Clients value his focus on teamwork and practical, cost-effective legal advice.
Ben assists clients with relationships and transactions that contribute to the success of their businesses, such as private equity and venture capital financings, mergers and acquisitions, technology licensing and strategic partnerships for product development and distribution. He advises clients in structuring business entities, providing advice on business plans, capital structure, financing, shareholder agreements, employee compensation and benefits and intellectual property matters.
He also advises clients on a wide variety of business succession strategies ranging from transition of management and ownership to the next generation in a family business to the sale of a company to a financial or strategic buyer. Ben frequently serves as outside general counsel to clients and serves as chair of the firm’s Outside General Counsel Practice Group.
Recognition
Best Lawyers in America®, Closely Held Companies and Family Business Law, Corporate Governance Law, Corporate Law, Mergers and Acquisitions Law and Venture Capital Law, 2022, 2025
Named "Lawyer of the Year" for Venture Capital Law, Best Lawyers in America®, 2021, 2023
Selected for inclusion in Best Lawyers in America, Biotechnology and Life Sciences Practice; Corporate Governance Law, Mergers & Acquisitions Law, Project Finance Law; and Venture Capital Law, 2007 - 2021
Selected as "Lawyer of the Year" for Corporate Governance Law, Best Lawyers in America, 2020
Named to “Legal Elite” (Corporate Counsel), Virginia Business, 2018 - 2022; (Business Law), Virginia Business, 2017
Named a “Richmond Lawyer of the Year,” Best Lawyers, 2016, 2018, 2019
Experience
Experience
Represented the sellers of a number of privately-held businesses to private-equity back purchasers in a variety of industries. Several transactions involved “F reorgs” which enabled the sellers to roll-over a portion of the sales proceeds into buyer equity on a tax-deferred basis.
Advised a developer of plant-based protein products in negotiating distribution agreements with several partners, one of which is an equity investor, requiring us to navigate challenging aspects of the relationship to ensure our client would not be precluded from future investment or sale opportunities with other parties. Several of these agreements required careful attention to rights to own and use rights to intellectual property resulting from collaborative product development.
Represented a nutritious food products business in its Series C institutional venture financing, including reincorporation as a Delaware corporation, negotiating the corporate governance structure and addressing numerous due diligence issues.
Advised a financial services business in creating an innovative broad-based equity incentive plan involving surrender of the unvested portion of the CEO’s restricted stock grant and using the underlying shares to create restricted stock units payable in cash on a change in control, to offer employees special incentives to save for educational expenses and to make charitable contributions. Restructured the vested portion of the CEO’s stock award to create a trust to ensure proceeds of a change in control transaction would be used for charitable contributions. Addressed numerous issues under 409A and other provisions of the Internal Revenue Code.
Advised the seller of a medical information software business to a publicly traded buyer, and subsequently represented the seller in buying back certain technologies and starting new business lines.
Represented a financial services firm raising institutional venture capital financing to finance early stage operations in 2008. Served as general counsel to the company, negotiating numerous warehouse, revolving and repo credit facilities, addressing corporate governance issues and working daily with the CEO and CFO. Negotiated the company’s buyout of the investors, yielding the investors a 3X return and gaining flexibility for the company to pursue new strategic opportunities.
Advised a business in transitioning ownership and control from the founders to the management team, addressing issues such as SWaM qualification, lender covenants and guaranties, taxable phantom income and continuity of operations, while helping the parties achieve a balance between the protection of their respective interests.
Represented the seller of a government contracting business in the sale of its assets to a strategic buyer, including compliance with federal acquisition regulations, as well as negotiation of employment and incentive compensation arrangements.
Represented a specialized chemical manufacturing company in a leveraged recapitalization with senior and subordinated debt, which enabled the owners to liquidate a portion of their company ownership while continuing to participate in company management and growth of equity value.
Perspectives
News
Speaking Engagements
Publications
Community
Beyond the Law
Beyond the Law
Having grown up exploring the Canadian Rockies, Ben has a strong appreciation for nature and the importance of preserving it, and has enjoyed helping his children develop this appreciation. While he still enjoys an occasional backpack trip to Alberta or Wyoming, he now spends much more time on the Chesapeake Bay, learning to appreciate, restore and preserve this natural wonder.
Services
Education
The University of Virginia School of Law, J.D.
Yale University, B.A.
Admissions
- Virginia
- Massachusetts
AchievementHirschler Increases Best Lawyers in America Recognitions to 47 Attorneys, Two Honored as “Lawyers of the Year” and Eight as “Ones to Watch”
Firm NewsHirschler Grows Best Lawyers in America Recognitions to 46 Attorneys, Two Honored as “Lawyers of the Year” and Nine as “Ones to Watch”
Firm News43 Hirschler Attorneys Ranked Among Virginia's 2022 Legal Elite