DTC Lawyers Assist United Way of Great Seacoast in Successful Merger
Upon learning of the United Way of the Greater Seacoast's potential interest in merger opportunities in May 2009, DTC partner Mike Donahue offered assistance. The Firm has been a long-time supporter of UWGS and in fact, Mike, as a Board Member, had helped pilot the successful merger in 1991, between the Seacoast United Way in Portsmouth and United Way of Strafford County. The result had been a stronger, more effective United Way organization for 18 years. However, faced with continuing challenges to maximize the organization's dollars for program services rather than administrative expenses, UWGS was again looking for ways to improve and strengthen its organization and sought out the United Way of Massachusetts Bay (UWMB).
Because of the complexity of the representation, Mike brought in associates Doug Mansfield, who is admitted to practice in Massachusetts as well as New Hampshire and specializes in employment law and representing business entities, and Kate Miller, who specializes in representing not-for-profit organizations. Together, Kate and Doug: counseled UWGS through the due diligence phase prior to closing, insisting that UWMB provide sufficient information for the UWGS Board to perform its fiduciary duties to evaluate the wisdom and soundness of the proposed merger, negotiated the terms of the merger agreement with UWMB's counsel and drafted the documents to seal the deal. The result was highly advantageous to UWGS, allowing its newly formed Regional Council to retain control of funds raised in or earmarked for the Seacoast area for the foreseeable future, protecting funds already donated or pledged for Seacoast programs and ensuring that the Seacoast will have enduring representation on the UWMB Board going forward and embedding a Seacoast representative, former Chair of the UWGS Board Prof. Andrew Smith of UNH on the UWMB Executive Committee, while still gaining the synergistic benefits and administrative cost savings of the merger.
A major change such as this for a multi-million dollar charity required the approval of the New Hampshire Attorney General's office, which was capably obtained by Kate. The merger resulted in a stronger, better supported organization serving the Seacoast area; however it also involved some reductions in staff, and Doug's steady counsel on the employment law side of the transaction served the client well.
DTC believes in giving back to the communities in which we and our clients live and work. We were proud to be part of this merger and glad to provide our legal services, initially on a pro bono basis to evaluate the merger and draft the initial letter of intent, and then thereafter at a steep discount to enable more of United Way's dollars go to its important programs which serve Seacoast residents.
For assistance with your non-profit, business or employment law needs, please contact Kate Miller at kmiller@dtclawyers.com or Doug Mansfield at dmansfield@dtclawyers.com |