Attorney Douglas Mansfield represents businesses, owners, and licensed professionals in corporate, employment, and transactional matters. His practice includes business formation and governance, contracts, commercial leasing, succession planning, mergers and acquisitions, and the purchase and sale of closely held businesses and professional practices.

Doug advises buyers and sellers through each stage of a business transition, from letters of intent and due diligence through negotiation and closing of asset-purchase, stock-purchase, membership-interest-purchase, and related agreements. He also assists clients with the employment, confidentiality, restrictive-covenant, lease, and transition issues that commonly accompany an acquisition, sale, associate buy-in, or succession plan.

Veterinary and animal-services businesses are a particular area of experience and interest. Doug served for approximately eight years as General Counsel to NYC Center for Animal Care and Control, Inc., the organization then responsible for animal-control and rescue services for New York City. As chief legal officer for a 120-employee organization with an approximately $10 million budget, he managed legal affairs involving corporate governance, contracts, employment and labor, municipal relationships, legislation, negotiations, and enforcement issues. He is a member of the American Veterinary Medical Law Association.

Doug also counsels employers on employment and labor matters, including workplace policies, employment agreements, confidentiality and nondisclosure provisions, workplace privacy, data-security issues, and risk management. He chairs the firm’s Employment and Labor Law Practice Group and is a member of the firm’s Business Practice Group and Non-Profit Organizations Practice Group.

His privacy and data-security work includes preparing and implementing website terms of use, privacy policies, social-media policies, confidentiality agreements, and related business policies.

Before returning to the Seacoast in 2002, Doug served as an Assistant Corporation Counsel with the New York City Law Department. He later worked in its commercial litigation division, representing the City in business-related disputes in federal and state courts.

Doug grew up in Stratham, New Hampshire, graduated from Exeter High School and the University of New Hampshire, and received his J.D. from Albany Law School of Union University. He is admitted to practice in New Hampshire, Massachusetts, and New York; the U.S. District Court for the District of New Hampshire and the Southern and Eastern Districts of New York; and the U.S. Courts of Appeals for the First and Second Circuits.

Doug serves on the Board of Governors for the Warner House Association in Portsmouth, New Hampshire, and is a member of the Portsmouth Athenaeum. His professional affiliations include the American Bar Association, Society for Human Resource Management, Rockingham County Bar Association, American Veterinary Medical Law Association, and the New Hampshire Bar Association Employment Law Committee.

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VETERINARY PRACTICE AND PROFESSIONAL PRACTICE TRANSACTIONS

Representative Experience

Selected representative matters include the following. Matters are described in general terms to protect client confidentiality.

• Represented the seller in the sale of a veterinary practice, including negotiation of the letter of intent, asset purchase agreement, allocation of purchase price, transition arrangements, employment-related provisions, and closing documentation.

• Represented the purchaser in the acquisition of a veterinary practice, including due diligence, review and negotiation of the purchase agreement, financing coordination, client-record and operational transition issues, and post-closing business matters.

• Counseled clients in the purchase and sale of dental practices, including letters of intent, asset-purchase documentation, diligence, allocation of assets and liabilities, patient-record transition considerations, associate and employee arrangements, lease issues, and closing.

• Advised professional-practice owners and buyers regarding associate buy-ins, ownership transitions, internal succession arrangements, and negotiated buyout terms.

• Prepared and negotiated asset purchase agreements, stock-purchase agreements, membership-interest purchase agreements, bills of sale, assignments, transition-services agreements, noncompetition and nonsolicitation covenants, confidentiality agreements, promissory notes, security agreements, and other transaction documents for closely held businesses and professional practices.

• Assisted buyers and sellers with due diligence concerning corporate records, material contracts, employment obligations, restrictive covenants, commercial leases, intellectual property, insurance, licenses, equipment, and other operational assets and liabilities.

• Counseled clients on employment and workforce-transition issues arising from practice acquisitions and sales, including offers of employment, retention arrangements, employee handbooks and policies, confidentiality protections, restrictive covenants, and separation or consulting arrangements with selling owners.

• Negotiated and documented commercial lease assignments, new leases, landlord consents, and real-estate-related arrangements in connection with business and professional-practice transactions.

• Represented business owners in succession planning and sale transactions involving closely held companies and professional practices, with attention to business-continuity planning, ownership structure, tax-advisor coordination, and post-closing transition obligations.

• Advised businesses on privacy, data security, and confidentiality issues connected with business operations and transactions, including website privacy policies, terms of use, nondisclosure agreements, and protection of proprietary and sensitive business information.