PRACTICES

Business Law

Kate Foley and Paul Ode

With an unwavering commitment to excellence and client satisfaction, DRM provides a complete range of legal services throughout the business life cycle.

Unlock a wealth of opportunities. Entrepreneurial and business-minded, Downs Rachlin attorneys have the legal skill, financial savvy and industry knowledge to negotiate in the corporate and commercial legal arena on your behalf whether your business is a small, locally based Vermont or New Hampshire entity or a multinational corporation. We are actively involved in professional organizations and trade associations related to our areas of concentration, and we serve on both for-profit and non-profit boards, enabling us to experience business management and making hard decisions first-hand.

With a deep bench of lawyers with experience in a range of industry sectors and strong business backgrounds, we provide services in the areas of:

  • Entity formation
  • Commercial loan transactions
  • Equity financings (including private equity and venture capital)
  • Mergers and acquisitions (including sales of stock and assets, management buyouts, recapitalizations and reorganizations)
  • Real estate development and transactions
  • Formation and operation of captive insurance companies
  • Federal and state tax planning
  • Executive compensation (including employment agreements, stock option plans and incentive compensation arrangements)
  • Trusts and estates and probate administration
  • Business succession and wealth transfer planning

Recent Transactions

  • Provided tax credit financing advice to the owners of the historic Brooks House, which burned in a five alarm fire in 2011. These five local investors took on the tremendous obstacles facing the project: fire and water damage, extensive mold problems, and almost insurmountable difficulties in arranging the complex financing for the renovations which included Community Development Block Grants, Vermont Downtown Tax Credits, Historic Tax Credits and New Markets Tax Credits, among others.
  • Represented AIG Global Real Estate affiliate Mt. Mansfield Company in its sale of the iconic Stowe Mountain Resort to Vail Resorts. Tim Sampson led the real estate, permitting, and regulatory components of the transaction, and he coordinated the DRM team’s broader labor and employment, intellectual property and governmental affairs roles in the deal. The sale of Stowe required a monumental effort to separate and transact the mountain operations of Stowe Resort, which were conveyed to Vail, from the existing and ongoing real estate development activities retained by AIG-affiliate, Spruce Peak Realty. The effort involved dozens of cross-easements and other agreements, and it required the distillation and transfer of numerous permits, operating licenses and other regulatory and third-party rights and approvals. These efforts led to a timely and efficient closing of one of the most high profile transactions in recent Vermont history.
  • Assisted a Vermont-based specialty components manufacturer in acquiring a New Hampshire company with complementary capabilities, resulting in a combined company with more depth and a diverse customer base.
  • Served as special US counsel to Swiss company’s global CHF 125,000,000 credit facility.

Timothy S. Sampson

Chair

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Attorney Kimberly Butler

Kimberly M. Butler

Director

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Thomas C. Csatari

Director

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Kathleen H. Davis

Director

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Kathryn M. Foley

Director

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Willemien Dingemans Miller

Director

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Craig Miskovich

Director

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Thomas H. Moody

Director

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Paul H. Ode, Jr.

Director

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Mary K. Parent

Director

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Wm. Roger Prescott

Director

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David Sylvester

David J. Sylvester

Director

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James G. Wheeler, Jr.

Director

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J. Zaw Win

Director

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Jeremy Carter

Associate

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Jessica Griswold

Jessica L. Griswold

Associate

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Shannon Lenzini

Associate

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Alexis L. Peters

Associate

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Attorney Alison Wells Sherman

Alison Sherman

Associate

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RYAN-FLATLEY-HEADSHOT

Ryan Flatley

Of Counsel

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James R. Haug, Jr.

Of Counsel

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Jonathan Ursprung

Of Counsel

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Matthew J. Woodbury

Of Counsel

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Laura A. Bezio

Paralegal

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Tatsiana Bussiere

Paralegal

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Allen G. DeForge

Paralegal

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Kimberly L. Gilding

Paralegal

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Philip G. Munderville

Paralegal

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Alisa Paxton Bio Photo

Alisa Paxton

Paralegal

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Business Law

Jonathan Ursprung joins DRM

Attorney Jonathan P. Ursprung has joined the northern New England law firm Downs Rachlin Martin PLLC.
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PPP Loans First Civil Case Settlement

On January 12, 2021, the U.S. Attorney’s Office for the Eastern District of California announced the first civil settlement related to the PPP program, in an action brought against SlideBelts Inc.
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New SBA Guidance on the PPP Changes and Second Draw PPP Loans

On January 6, 2021, the SBA issued Interim Final Rules on the PPP, as amended, and the Second Draw Loans.
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IRS Reaffirms Non-Deductibility of Forgiven PPP Loan Expenses and Affords New Tax Filing Safe Harbor Rules

In May, the IRS issued Notice 2020-32, providing that a taxpayer that receives a loan through the Paycheck Protection Program (“PPP”) is not permitted to deduct expenses that are normally deductible under the Code to the extent the payment of those expenses results in loan forgiveness under the CARES Act. This week, the IRS acted to reaffirm its position.  
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