2025 Highlights at a Glance

Highlights from Our Corporate Group

Our Corporate Group remained very active during 2025, assisting clients in numerous M&A, corporate and financing transactions. Below are some of the matters on which we assisted clients

Mergers & Acquisitions

• Represented equity holders in sale of a 20% interest in one of the largest heavy civil construction companies operating in the Northeast United States to a subsidiary of one of Italy’s largest industrial conglomerates.

• Represented component manufacturer serving commercial and US naval industries and its financial sponsor in the acquisition of a machining and welding business serving US Navy and Coast Guard customers and related equity and debt financing.

• Represented financial sponsor in connection with the acquisition of a leading provider of maintenance, repair, and overhaul services for vessels operated by the US Navy, offshore drillers, and commercial marine customers.

•  Represented a manufacturer and distributor of industrial components in its acquisition of a hardware products distribution business.
• Represented a private equity firm focused on the Defense & Government services sectors in connection with two add-on acquisitions for its architecture, engineering and design platform.
• Represented sellers of an InsurTech company in a sale to a sponsor-backed portfolio company.

• Represented seller of a multi-location physical therapy business in the sale to a strategic acquirer.

• Represented seller of a managed IT services company in the sale to a private equity sponsor.
• Represented sponsor-backed portfolio company in the add-on acquisition of a managed IT services company.
• Represented the owner of a marina business in the sale of the marina and its underlying real property to a strategic buyer.
• Represented a liquor store business in the sale of all of its stock, including associated on-site and off-site liquor licenses.
• Represented a group of seasoned restaurant and beverage platform operators in connection with their acquisition of a majority interest in a 60+ unit coffee concept.
• Represented the general partner group and its affiliates in the structuring and documentation of GP-LP arrangements in connection with a merger involving an outdoor apparel brand.
• Represented owner of a manufacturer and distributor of equipment to the processing industry in connection with a proposed sale of the business to a portfolio company of a leading middle-market private equity sponsor.
  
  

Equity & Growth Capital Financing

• Represented an operator of a chain of children’s art studios in connection with a growth equity investment by strategic partner.
• Represented a health and wellness focused company in convertible note financing.
• Represented investor-backed financial services start-up in early-stage equity financing transactions and outside general counsel matters.
• Represented a start-up AdTech company in early-stage equity financing transactions and outside general counsel matters.
• Represented a restaurant-focused geofencing technology company, providing ongoing corporate governance, commercial and strategic advice, including structuring and documentation of multiple convertible note financings.
• Represented an investor group in additional equity and debt investments and ongoing oversight of the U.S. expansion of a European plant-based restaurant franchise.
• Represented a restaurant-focused marketing agency in ongoing branding and commercial matters and additional convertible note financings.
  
  

Banking & Debt Finance

• Represented large regional bank as agent in a syndicated $45 million warehouse facility to regional provider of special needs housing.

• Represented senior secured lender in a $23 million credit facility consisting of a term loan facility to fund the sponsor-backed acquisition of a collection of restaurants in Michigan and Nebraska, a delayed draw facility to fund acquisitions and buildouts of additional restaurant locations, and a working capital revolver

• Represented national bank as senior secured lender in a $7.5 million credit facility consisting of a term loan facility to fund the acquisition of a California-based commercial flooring company, a delayed draw facility to fund earnout obligations and a working capital revolver.

• Represented large regional bank in $10 million loan as first lien lender to finance the acquisition of construction materials company by equity sponsor.

• Represented wine wholesale/import business as a borrower in connection with a $25 million asset-based revolving credit facility.

• Represented home health care provider as a borrower in connection with a $19.5 million credit facility comprised of a closing date term loan, revolving loan and delayed draw term loan.

• Represented a home health care services provider as borrower in connection with a senior secured credit facility consisting of a $9.5 million term loan, a $2 million revolving line of credit and an $8 million delayed draw term loan facility.

• Represented a New York City-based commercial plumbing business in a $3 million secured revolving line of credit, initially to fund the refinancing of debt at the company.

• Represented national bank as senior secured lender in a $4.25 million credit facility consisting of a term loan facility to fund the refinancing of existing debt at a Utah-based commercial building supplier, and a working capital line of credit.
• Represented senior secured lender in a $6 million credit facility consisting of a term loan facility to fund the refinancing of existing debt at a Texas-based home improvement lead generation platform, a delayed draw facility to fund future acquisitions and a working capital revolver.

• Represented national bank as senior secured lender in a $7 million credit facility consisting of a term loan facility to fund the acquisition of a commercial property management business located in Florida and Alabama, a delayed draw facility to fund future acquisitions and a working capital revolver.

• Represented various lender and borrower clients in connection with add-on acquisitions, amendments to existing credit facilities, reservation of rights letters and forbearance agreements, and other restructuring and other matters under debt facilities.
  
  

General Corporate

• Represented Qualified Opportunity Fund manager in various corporate and real estate matters related to the redevelopment of a shipyard in partnership with the U.S. Navy and others.
• Provided general corporate/commercial legal services to clients in a wide variety of industries, including: a reinsurance-related software provider in connection with software licensing and services arrangements with a major insurance provider in Saudi Arabia; the founder of a worldwide aviation vehicle development competition, in preparation and negotiation of equity participation and other agreements with participants, sponsors, consultants, and others; the organizer of premier economic and investment conferences across the world; a leading regional boat and yacht broker and marina services provider; a provider of tennis racquet stringing, framing, and other services for tour players, juniors, and other avid players.
• Represented an interior fit-out contractor in the formation and governance of a new entity and in connection with a ~$60 million construction subcontract] for the buildout of luxury condominium units.
• Represented an established medical practice in connection with the admission of a new physician as a 50% equity owner, including the negotiation of equity purchase, shareholder and employment arrangements.
• Represented an artificial intelligence technology company in comprehensive startup support, including organizational structuring, governance and shareholder arrangements, initial commercial agreements, and early-stage financing to support AI product development and strategic growth.
• Represented an asset management firm and its private capital growth affiliate in the negotiation and documentation of a co-GP restructuring to admit a co-general partner and memorialize governance and services arrangements.
• Represented an unmanned aircraft system (UAS) focused company in outside general counsel matters, including the formation of a joint venture with a strategic partner.
• Represented a fast-casual restaurant brand in connection with a license agreement with a major airport concessionaire, the securing of an additional leased location, and a strategic recapitalization involving an outside investor group.
• Represented a veteran restaurant group with extensive franchise experience across 150+ units in the launch and rollout of a new disruptive quick-service restaurant concept.
• Represented a multi-brand restaurant platform with 50+ units across U.S. college campuses in connection with corporate structuring and an ongoing sale process.
• Represented an existing client operating a high-end steak concept in connection with ongoing corporate and real estate matters relating to the opening of its second restaurant location.
• Represented existing client in connection with licensing, location agreement, and an equity investment relating to a landmark restaurant location featured in an episodic series on a major streaming platform.
• Represented an investment group in the formation and initial capitalization of a restaurant-focused technology platform designed to support quality control and operational standards.
• Represented a multi-unit pizza brand in the negotiation and documentation of a joint venture with a well-known consumer brand partner to support the launch of a specialty beverages and treats concept.
• Represented a private equity-backed company in a strategic collaboration with an existing brand partner to launch a specialty coffee and breakfast concept.
• Represented an existing client in the continued growth and development of its Latin fast-casual brand, including the opening of a new restaurant and negotiation of leases for additional locations.
  
  

Highlights from Our Litigation Group

The Litigation Department remained busy throughout 2025 with a number of interesting matters across a broad variety of legal areas. A few of the disputes for which we provided help were:

• Defending physical therapy related business client in an action in the U.S. District Court for the Southern District of New York brought by a terminated employee alleging retaliatory termination, breach of contract, fraud and unjust enrichment.
• Arguing appeal in Connecticut Appellate Court in a case involving a claim of fraudulent conveyance.
• Defending restaurant industry business client in an action in the U.S. District Court for the Southern District of New York brought by a terminated employee alleging breach of contract, breach of implied contract, breach of fiduciary duty, and misappropriation of trade secrets.
• Assisting non-profit education entity in claim against former employee for embezzlement.
• Assisting restaurant owner in legal malpractice action relating to a purchase of ownership interests from his former partner.
• Assisting client in probate litigation involving claims of lack of testamentary capacity and undue influence.
• Defending gym equipment manufacturer in personal injury claim.
• Assisting consumer products manufacturer with severance agreement negotiations with founder.
• Assisting beverage distributor in litigation with brand representative involving breach of contract claims.
• Assisting propane company in litigation against vendor for breach of contract and breach of warranty.
• Assisting client with slip and fall litigation.
  
  

Highlights from Our Real Estate Group

Martin LLP’s Real Estate practice served as counsel on various multi-state transactions during 2025, representing a range of commercial clients in closings, financings and leasing. Some of the clients we represented in transactions are:

• Represented a major money center bank in connection with various mortgage loans secured with multiple real estate parcels located in various states.
• Represented a family office in connection with various matters, including the making of mortgage loans.
• Represented various commercial landlords and tenants in connection with lease matters in New York and Connecticut.
• Represented various commercial real estate clients as special local counsel in connection with the commercial real estate located in Connecticut.
• Represented various commercial real estate clients as special local counsel in connection with mortgage loan financing secured by commercial real estate located in Connecticut.
  
  

M&A to Z Podcast Series

Our M&A to Z Exit Planning podcast is where our seasoned attorneys break down the exit planning and business sale process for middle market companies and their founders, other owners, executives, and advisors. Here are some of our recent episodes:

• Welcome to the Exit Planning Process 

• Break Down of the Buyers Due Diligence Process

• Management and Employment Issues in M&A Process

• Earn Outs and Rollover Equity
• Litigation and the Exit Planning Process

RWI Practice Insights Series

The RWI Practice Insights Series is the product of over two decades of legal work involving representation and warranty insurance (“RWI”), from policy design and origination to claim evaluation and negotiation. Articles in the Series that have been published by the ABA’s Business Law Today to date are:

• Extreme Prejudice: Refuting Insurer Prejudice for Purposes of Insured Covenant Noncompliance in RWI Policies
• A Sheep in Wolf’s Clothing: The Fines or Penalties Exclusion in RWI Policies
• Be Fruitful and Multiply: Pursuing Diminution in Value Damages With Respect to RWI Policy Claims—Part IV
• Be Fruitful and Multiply: Pursuing Diminution in Value Damages With Respect to RWI Policy Claims—Part III
• Be Fruitful and Multiply: Pursuing Diminution in Value Damages With Respect to RWI Policy Claims—Part II
• Be Fruitful and Multiply: Pursuing Diminution in Value Damages With Respect to RWI Policy Claims—Part I
• Client Alert: Opportunity Zones Program Gets Amended And Extended By The One Big Beautiful Bill

Highlights from our Pro Bono & Charitable Efforts

Martin LLP attorneys and staff are proud to dedicate their time and energy in the service of nonprofit and charitable organizations that provide valuable services in our communities. Our involvement includes service on the following boards and committees, pro bono legal service and other volunteer efforts:

• Building One Community, a Stamford based non-profit organization dedicated to advancing the successful integration of immigrants and their families and ensuring that they become thriving and contributing members of their local communities.

• Laurel House, a nonprofit organization that provides resources and opportunities for people living with mental illness to lead fulfilling and productive lives in their communities throughout Fairfield County.

• My Team Triumph, an athletic ride along program created for children, teens, adults and veterans with disabilities who would normally be unable to experience endurance events, such as 5Ks, half marathons and triathlons, making inclusion for people with disabilities possible.

• The Pro Bono Partnership, a nonprofit organization that mobilizes hundreds of attorneys from law firms and in-house corporate law departments to provide business and transactional legal services to nonprofit organizations that serve the disadvantaged or enhance the quality of life in neighborhoods in New York, New Jersey, and Connecticut.

• Stamford Family YMCA, a nonprofit organization committed to programs that strengthen the spirit, mind and body, including after-school programs and camps as well as fitness, swimming and other activities and events for YMCA members and others.

• The Stamford Museum & Nature Center, a nonprofit organization dedicated to the preservation and interpretation of art and popular culture, the natural and agricultural sciences, and history.

• Riverkeeper, which protects and restores the Hudson River and safeguards drinking water supplies through advocacy rooted in community partnerships, science and law.

• Stamford Public Education Foundation, a nonprofit dedicated to fostering relationships within the school district, corporate community, and city of Stamford to support and strengthen the public education system with funding, programming, and volunteers.

• Women’s Mentoring Network, a nonprofit organization that provides career, educational and personal resources that lead to the economic empowerment of low-income women and their families.