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Business Counseling & Corporate Transactions

Home/Practice Areas/Business Counseling & Corporate Transactions

Overview of Corporate & Business Services

At Miller Shah LLP, our Corporate & Business Services practice offers comprehensive strategic legal counsel to small and medium-sized businesses at every stage of growth, from inception to exit. We represent start-ups, family-owned businesses, multinational corporations, and private equity and venture capital funds across key industries, including construction, technology, food and beverage, agribusiness, entertainment, and cannabis.

Our team understands that legal strategy must align with financial reality — how companies are valued, how returns are generated, and how each transaction fits into broader investment and growth goals of both founders and investors. We have extensive experience with complex corporate transactions, including domestic and cross-border mergers and acquisitions, venture capital fundraising, leveraged buyouts, and private credit transactions in the private equity space. Clients trust our service not just for high-stakes transactions but for day-to-day advisory assistance as well. Many choose Miller Shah LLP as their outside general counsel, benefiting from responsive, business-focused legal counsel that emphasizes efficiency, risk management, compliance, and long-term success.

Successful transactions require counsel to act as strategic advisors — anticipating commercial challenges, managing founder and stakeholder dynamics, and helping clients close transformative deals with confidence and clarity. With a team that includes corporate, litigation, and employment lawyers, we provide the insight and sound judgment businesses need to navigate both complex transactions and their day-to-day legal needs.

Mergers & Acquisitions

Miller Shah assists buyers, sellers, and investors with structuring, negotiating, and closing M&A deals—domestic and cross-border. From multimillion-dollar strategic purchases to founder exits and carve-outs, our lawyers handle:

  • Deal Structuring and Planning
  • Comprehensive Legal Due Diligence
  • Executive Compensation, Short Term and Long Term Incentive Plans
  • Antitrust and Regulatory Approvals
  • Post-Closing Integration and Corporate Governance

According to PitchBook’s 2024 Annual M&A Report, M&A deal volume was over $2 trillion, and there was strong momentum for middle-market deals, especially in the industrial and tech sectors. Our team has the expertise, acumen, and focus needed to navigate complex regulatory landscapes to get deals done as efficiently as possible.

Venture Capital

We represent early-stage companies and investors across the venture ecosystem—seed rounds, Series A through D, and exit. Our services include:

  • SAFE, Pre-Seed, and Seed Round Structuring
  • Series A to C and Convertible Debt Structuring
  • Cap Table Analysis and Founder Equity Planning
  • Corporate Governance, Minority Protections, and Voting Rights
  • Exit Planning (Strategic, Secondary Sales, IPO)

Even amid tighter markets, venture capital investments in the U.S. exceeded $170 billion in 2023, led by sectors such as AI, biotech, and clean tech. With changing investor expectations and more complex term sheets, startups and investors alike need legal counsel that balances growth with protection. Our attorneys help founders avoid pitfalls while aligning with investors’ long-term interests.

Private Equity

Miller Shah provides full-cycle legal support to private equity funds, family offices, and portfolio companies, including:

  • Fund Formation and Investor Documentation
  • Growth Equity Investments (Leverage Buyouts, Private Debt, Mezzanine, and Distressed Debt)
  • Management Agreements and Operating Covenants
  • Exit Strategy Planning (Strategic Sales, IPOs, Recapitalizations).

According to Preqin’s 2024 Private Capital Outlook, over 11,500 private equity deals closed in North America in 2023, surpassing $1 trillion in value. Our team works with clients in competitive and regulated industries to structure transactions that reduce tax burdens and maximize post-close value.

Other Business Services

In addition to our core focus, Miller Shah offers full-spectrum support for corporate needs, including:

Business Formation & Strategy

Advising on entity selection (LLC, corporation, etc.), shareholder and operating agreements, governance frameworks, and early-stage growth planning.

International Business

Supporting foreign companies with U.S. market entry, regulatory compliance, joint ventures, and cross-border corporate structuring.

Private Client & Business Succession Services

Estate and tax planning, succession strategies, buy-sell agreements, and intergenerational transfers for business owners and high-net-worth individuals. These services help our clients stay legally compliant while building toward long-term operational and financial goals.

Representative M&A Transactions


 

Strategic M&A

Strategic M&A transactions involve the acquisition or merger of companies with the primary goal of advancing long-term business objectives rather than securing immediate financial returns. These transactions are typically driven by aims such as entering new markets, acquiring complementary technologies or products, strengthening supply chains, achieving operational efficiencies, enhancing competitive positioning, or accelerating growth. Strategic buyers are usually operating companies—not financial investors—who plan to integrate the target business into their existing operations to unlock strategic value.


Acquisition of Cape Cod Stone & Masonry Supply, Inc. by SiteOne Landscape Supply
  • Role: Counsel to sellers and target, advising on transaction structuring, seller-side due diligence and disclosures, negotiation of definitive agreements, earnout and indemnity arrangements, and managing closing deliverables.
  • Transaction Size: $6,800,000.00 (including $500,000 earnout payment)
  • Industry: Construction
  • Deal Type: Asset purchase
  • Counterparties: Cape Cod Stone & Masonry Supply, Inc. (seller, target) & SiteOne Landscape Supply, LLC (buyer)
  • Jurisdictions: USA, MA (seller & target); GA (buyer)

Acquisition of Drill Dojo, LLC by Glendale Parade Store, LLC
  • Role: Counsel to buyer, advising on full acquisition process including due diligence, structuring of the purchase (stock or asset), negotiation of purchase agreement and ancillary documents, coordination with local counsel where applicable, and regulatory and closing matters.
  • Transaction Size: $2,000,000.00
  • Industry: Manufacturing
  • Deal Type: Asset purchase
  • Counterparties: Glendale Parade Store, LLC
  • Jurisdictions: USA (TX)

Private Equity

Private equity deals encompass transactions in which a private equity firm invests in a company through the acquisition of equity, debt, or a combination of both, typically with the goal of generating returns through operational improvements, strategic growth, or eventual exit events such as a sale or IPO. These deals include:

Equity Acquisitions: Full or partial buyouts of portfolio companies, including leveraged buyouts (LBOs), growth equity investments, and add-on acquisitions, often involving significant control rights and long-term strategic planning by the PE sponsor.

Private Debt Transactions: Financing arrangements where PE firms provide senior, mezzanine, or subordinated debt to support acquisitions, growth, or recapitalizations, often including equity kickers and protective covenants.


Purchase of Hillandale Farms by PE owned Grupo Granja Faria (leveraged buyout syndicated by Rabobank)
  • Role: Lead U.S. counsel to buyer, performing legal due diligence, structuring, and documenting the equity and debt components of the leveraged buyout, in coordination with Davis Polk.
  • Transaction Size: $1 billion including $700 million term loan (leveraged buyout)
  • Industry: Food, agribusiness
  • Deal Type: Leveraged buyout
  • Counterparties: Bethel Family (sellers), Hillandale Group (targets), Grupo Granja Faria through Global Eggs (buyer)
  • Jurisdictions: USA (PA, NJ, NY, OH, IA, ME, CT); Brazil; Belgium; Spain
  • In the News: Reuters Article | Financial Times Article | Press Release

Purchase of warrants and convertible debt in TREES Corporation (QTCQB: CANN) by TCM Tactical Opportunities Fund II, LP
  • Role: Counsel to investor across multiple tranches, structuring and documenting convertible debt and warrants, conducting due diligence, reviewing regulatory compliance in cannabis sector, and advising on distressed scenarios and refinancing terms.
  • Transaction Size: $15,000,000.00+ (approximate amount, including interest)
  • Industry: Cannabis
  • Deal Type: Private Debt/Mezzanine
  • Counterparties: TREES Corporation (issuer and debtor)
  • Jurisdictions: USA (CO, OR, NY)
  • In the News: Press Coverage

Purchase of Cypress Plumbing by White Wolf Capital Group
  • Role: Counsel to sellers and target, overseeing deal structuring for rollover equity, managing data room preparation, conducting sell-side diligence, negotiating asset purchase agreement, and advising on transition service terms and post-closing indemnities.
  • Transaction Size: ~$3,000,000.00
  • Industry: Construction, Plumbing
  • Deal Type: Asset purchase by Private Equity Fund under rollover strategy
  • Counterparties: Pipe Dreams Investments, Inc (d/b/a Cypress Plumbing) (seller and target), White Wolf Capital Group through Seacoast Services Partners (buyer)
  • Jurisdictions: USA ( FL, NY )
  • In the News: Press Release

A Film & TV Infrastructure Company in New York City raised growth capital for expansion in New York City, from family office
  • Role: Counsel to company, structuring preferred equity terms, drafting investment documents, negotiating minority protections and governance rights, and coordinating closing deliverables and filings.
  • Transaction Size: $2,000,000.00
  • Industry: Entertainment/Entertainment infrastructure
  • Deal Type: Growth equity/minority investment
  • Jurisdictions: USA (NY)

Purchase of Telecom Construction Company by Initium Management, LLC (Private Equity)
  • Role: Counsel to buyer and fund, structuring fund formation, managing due diligence, negotiating asset purchase, handling employment and IP assignment issues, and advising on post-closing transition.
  • Transaction Size: ~$5,000,000.00
  • Industry: Construction/Telecom
  • Deal Type: Asset purchase
  • Counterparties: BIG Wireless, LLC (target), Wifinium, LLC (buyer, SPV of Initium Management)
  • Jurisdictions: USA (MA seller & target); GA (buyer)

Venture Capital

Venture capital (“VC”) deals involve investments by venture capital firms or funds into early-stage, growth-stage, or emerging companies with high growth potential. These investments are typically made in exchange for preferred equity and are structured to provide the investor with downside protections and upside participation through liquidation preferences, anti-dilution rights, and other investor rights.

Venture capital transactions are often categorized by financing stage, including:

Seed and Series A Rounds: Early capital to fund product development, market entry, or initial operations.
Series B and Later Rounds: Growth funding to scale operations, expand market reach, or prepare for strategic exits.
Bridge or Convertible Rounds: Interim financings are often structured as convertible notes or Simple Agreements for Future Equity (“SAFE(s)”), pending a priced round.


Participation in pre-seed capital round of Guavo (formerly Access Members), by Initium Management through their venture capital arm.
  • Role: Counsel to VC investor, reviewing cap table, drafting and negotiating SAFE agreement, advising on most favored nation (MFN) terms, post-money valuation caps, and rights under future equity financings.
  • Transaction Size: Undisclosed
  • Industry: Tech
  • Deal Type: SAFE
  • Counterparties: Guavo (formerly) Access Members, Startup
  • Jurisdictions: USA (NY)
  • In the News: Crunchbase Article

Getup Nutrition – Pre-seed capital raised by nutrition startup company, using a subscription for future equity structure.
    • Role: Counsel to both issuer and lead investor, preparing and negotiating subscription documentation, ensuring securities compliance, and advising on startup governance matters.
    • Transaction Size: Undisclosed
    • Industry: Nutrition
    • Deal Type: SAFE
    • Counterparties: Undisclosed investors
    • Jurisdictions: USA (NY)

Our Team

The Corporate & Business Services group is led by experienced attorneys who have closed transactions ranging from less than $1 million to transactions exceeding $1 billion. Our team brings decades of combined experience advising clients on mergers, acquisitions, capital raises, and general corporate matters across a wide range of industries.

James E. Miller

James E. Miller

Managing Partner

James C. Shah

James C. Shah

Partner

Nathan C. Zipperian

Nathan C. Zipperian

Partner, General Counsel

Alfonso Vilaboa

Alfonso Vilaboa

Senior Counsel

Nicholas Day

Nicholas Day

Senior Counsel

Sydney D. Finlay

Sydney D. Finlay

Associate

Mark Xiao

Mark Xiao

Associate

Over 1 BILLION Recovered

Our team is equipped and prepared for complicated, high-stakes cases in all areas of business and civil litigation. We continuously strive to achieve the best possible results for our clients.

Novartis False Claims Act Settlement

$642 Million

Novartis False Claims Act Settlement
DST ERISA Class Action Settlement

$124.6 Million

DST ERISA Class Action Settlement
Teva False Claims Act Settlement

$54 Million

Teva False Claims Act Settlement
Norwegian Salmon Antitrust Settlement

$33 Million

Norwegian Salmon Antitrust Settlement
Virgin Airlines Wage and Hour Settlement

$31 Million

Virgin Airlines Wage and Hour Settlement
AMC Securities Settlement

$18 Million

AMC Securities Settlement
Eversource Energy ERISA Class Action Settlement

$14 Million

Eversource Energy ERISA Class Action Settlement
Universal Health Services ERISA Class Action Settlement

$12.5 Million

Universal Health Services ERISA Class Action Settlement
MedStar ERISA Class Action Settlement

$11.8 Million

MedStar ERISA Class Action Settlement
Safeway ERISA Class Action Settlement

$8.5 Million

Safeway ERISA Class Action Settlement
LinkedIn ERISA Class Action Settlement

$6.75 Million

LinkedIn ERISA Class Action Settlement
IQVIA Inc. ERISA Class Action Settlement

$3.5 Million

IQVIA Inc. ERISA Class Action Settlement
Coca-Cola ERISA Class Action Settlement

$3.5 Million

Coca-Cola ERISA Class Action Settlement
Beth Israel Medical ERISA Class Action Settlement

$2.9 Million

Beth Israel Medical ERISA Class Action Settlement
Rush University Medical ERISA Class Action Settlement

$2.9 Million

Rush University Medical ERISA Class Action Settlement
L Brands ERISA Class Action Settlement

$2.75 Million

L Brands ERISA Class Action Settlement
Omnicom ERISA Class Action Settlement

$2.45 Million

Omnicom ERISA Class Action Settlement

Words From Our Clients

Contact
Miller Shah LLP

While this website provides general information, it does not constitute legal advice. The best way to get guidance on your specific legal issue is to contact a lawyer. To schedule a meeting with an attorney, please call 866-540-5505 or complete the intake form to email us. To inquire about employment opportunities with Miller Shah LLP, please see our Opportunities page.
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