Tom Sanford has represented a broad spectrum of public, private and development stage companies on corporate transactional matters, including mergers and acquisitions, capital raising and corporate formation, in many industry sectors, including technology, waste management, publishing and insurance and financial services.  Tom has developed an in depth understanding of all aspects of corporate transactions, from letter of intent through closing and post-closing, including valuable experience with highly negotiated provisions such as MAC clauses, indemnification and earn-out provisions.  He has drafted and negotiated shareholder and limited liability company agreements; stock and asset purchase agreements and term sheets and letters of intent related to such agreements; private placement memoranda under Regulation D and related filings; board and shareholders minutes and resolutions; and employment agreements.

Tom has served as outside general counsel to clients, assisting with the negotiation and preparation of a variety of contracts including service agreements, commercial leases, information technology outsourcing agreements, and asset recovery agreements with large financial institutions and distribution rights agreements with sports teams and leagues including The Big East, NTRA, NFL Hall of Fame, NHRA, Arena Football and the NIT.  Tom has also reviewed drafted and negotiated licensing agreements on behalf of apparel and merchandising companies.

Tom has also acted as counsel to large insurers in connection with complex securities and derivative litigation resulting in claims under Directors and Officers Liability policies.  He has developed a comprehensive understanding of the liability provisions of the Securities Exchange Act of 1934, the Securities Act of 1933, Sarbanes Oxley and standards relating to the fiduciary duties of corporate directors under the various states, most importantly, Delaware. 

Tom was formerly a partner and co-founder of the New York office of Lewis Brisbois Bisgaard & Smith, LLP, ranked in the top 75 by the National Law Journal.  He began his career as an associate at Mendes & Mount, LLP and was a senior associate for five years with Fasciana and Associates, P.C., a boutique transactional firm.  He established his own practice in 2006 and affiliated as of counsel to Robinson Brog in April 2007 until May 2009, after completing several projects with the firm.  Tom earned his B.A. in History and Political Science from the University of New Hampshire and his J.D. from New York Law School.  He is a member of the Association of the Bar of the City of New York and the New York State Bar Association, where he serves as a member of the Securities Regulation Committee of the Business Law Section.  

Representative Transactions

• Represented private equity purchaser of assets of upper tier maternity apparel company., including Regulation D filings relating to aquiring group.

• Reviewed structural documents on behalf of managers of hedge funds in connection with their retention as managers and participants of funds.

• Represented private equity purchaser of assets of national specialty merchandiser out of bankruptcy

• Represented US Company in a cross purchase agreement with a UK company in the insurance industry.

• Represented purchaser in buyout of minority shareholder in five related family companies in lumber/building supplies industry.

• Represented seller in asset sale divestiture of consultant unit of Fortune 500 Technology Company to publicly traded personnel staffing company.

• Prepared private placement for privately held sports publishing company.

• Represented seller in cash acquisition of privately held waste management company by public company engaged in industry roll-up.

• Represented seller in merger of privately held auto industry consulting firm with a bulletin board listed computer networking company.

• Represented purchaser in acquisition of assets of division of a multinational oil company involving service station sites in Midwestern states.

• Represented seller in stock sale of privately held title insurance company to publicly held title insurance company engaged in industry roll-up.

• Holding company reorganization of privately held affiliated sports marketing, sports news and sports Internet companies including private placement.

Thomas McG. Sanford, Esq.

445 Park Avenue, 9th Floor

New York, New York 10022

tel:  212 836-4815

fax:  917 322-2105