Martin B. Shulkin focuses his practice on business law, particularly corporate governance, mergers and acquisitions, emerging businesses, venture investments, intellectual property licensing, and real estate financing and development law. He has handled numerous business transfers, including the sale or acquisition of clients in the pharmaceutical, healthcare, manufacturing, medical device, construction and retail industries.

Mr. Shulkin also has represented venture funds, as well as portfolio companies in multiple rounds of venture financing, as well as medical groups in their negotiations with hospitals concerning practice integration, as well as several accounting, engineering and architectural firms in their corporate restructurings.

He is a member of the American and Boston bar associations. Admitted to practice in Massachusetts and Florida, he is a 1969 graduate of Boston College Law School and a graduate of Williams College.

Representative Matters

Mergers & Acquisitions

Counsel to the management shareholders of a leading manufacturer of bath and beauty supplies in the sale of 100% of the stock of the Company to a New York Stock Exchange listed corporation in a cash transaction.
Counsel to a leading manufacturer of high tech lenses and coatings in the sale of the Company to a NASDAQ listed corporation for cash and stock of the Acquirer. The transaction included post closing registration rights for the stock, and the use of a "collar" to protect the closing date stock valuation.
Counsel to a major regional asphalt manufacturer/road builder in the sale of 100% of the stock of the Company to a European conglomerate in a cash transaction. The transaction included seven quarries and manufacturing plants with significant real estate and environmental issues.
Counsel to a leading regional chain of pet supply stores in the sale of the assets of the Company to a NASDAQ listed corporation in a cash transaction.
Counsel to an institutional pharmaceutical company in the sale of the Company to an American Stock Exchange listed corporation, for shares of the acquiring company. The transaction involved the simultaneous registration and sale of the shares with the sale of the Company. The transaction also involved a two tier earn-out providing additional Purchase Price based on the Company's performance for a three year period following the Closing.
Counsel to the Buyers of a Minor League Baseball Franchise in the acquisition of the franchise. The transaction included a lengthy application and approval process by the Southern League and Major League Baseball.

Health Care Related M&A Transactions

Counsel to a five person Gynecological Practice in the sale of the assets of the physician practices to a regional hospital. The transaction included the documentation of long term employment contracts for each of the physicians.
Counsel to a leading internal Medicine Group in the sale of the assets of the physician practices to a Major Harvard Teaching Hospital. The transaction included the documentation of long term employment contracts for each of the physicians.

Professional Service Firms

Counsel to a leading regional architectural firm in the sale of the Company to a National Engineering Firm in a cash and stock transaction. As part of the sales transaction, it involved the principals of the Seller becoming shareholders in the Acquirer, and the documentation of the employment and ownership rights of the principals post closing.
Counsel to a regional engineering firm in multiple acquisitions of smaller engineering companies, and the documentation of employment and stock ownership rights in the Acquirer for certain management employees of the acquired companies.
Counsel to a regional accounting firm in the restructuring of the firm to provide "succession" planning. The transaction included a revision to the partnership agreement, the redemption of certain founders interests, and an agreement for future admission and retirement of partners.
Counsel to the partners of a local accounting firm in the merger of the firm with another co-equal accounting firm. The transaction included the negotiation and documentation of the governing organizational and operating agreements of the merged accounting firm post closing.

Emerging Companies/Venture Financings/Private Placement

Counsel to a California based Venture Fund in multiple rounds of "seed" financing of start-up companies situated in Massachusetts and New Hampshire. The transactions included the negotiation and documentation of the initial Term Sheet, the Share Purchase Agreement, the Organizational Documents including the rights and preferences of the different classes of stock, Registration Rights and Shareholder Agreements.
Counsel to the Venture Capital Group of a regional bank in multiple later stage rounds of venture financing of emerging companies situated in Massachusetts. The transactions included the negotiation and documentation of the initial Term Sheet, the Share Purchase Agreement, the Organizational Documents including the rights and preferences of the different classes of stock, Registration Rights and Shareholder Agreements.
Counsel to a custom software provider in its initial round of financing through a private placement to "sophisticated" investors, and in subsequent rounds of venture financing with the Silicon Valley Bank of convertible debt and warrants.
Counsel to an internet publisher of alternative medicine information in Series A, B, C and D rounds of financing with a group of Venture Capital Firms, led by a principal lead investor. The various transactions included multiple negotiations and documentation, and with each new round of financing, amendments to the various rights and preferences of both the founders and investor classes of stock.

Real Estate/Financing

Counsel to the owners of a large suburban hotel. Representation includes negotiation and documentation of Hotel Management Agreement with a leading national franchise, and various rounds of mortgage and mezzanine financings.
Counsel to the Developers of a new five star luxury hotel in the acquisition of a downtown Boston site.
Counsel to a real estate investment fund providing high yield mortgage and mezzanine financing. Transactions have included DIP financing for Chapter 11 Debtors; acquisitions of traditional Bank Loans and subsequent refinancing, including mezzanine financing, to permit the acquisition out of bankruptcy of a 400 room convention hotel with a major national flag.

Professional Activities

American Bar Association
Boston Bar Association

Admissions

Florida
Massachusetts
United States Court of Appeals for the First Circuit
United States District Court for the District of Massachusetts
Commonwealth of Massachusetts
State Courts of Florida

Education

Boston College Law School, J.D., 1969

Experience

Duane Morris LLP
- Partner, 1999-present
Burns & Levinson LLP, Boston, Massachusetts
- Partner, 1980-1999
- Managing Partner, 1992-1996
- Associate, 1970-1971
Sweeney and Franklin, Boston, Massachusetts
- Partner, 1979-1980
Soble, Soble, and Shulkin, Boston Massachusetts
- Founding Partner, 1972-1979
Chief Justice of the Superior Court of Massachusetts
- Judicial Clerk, Honorable G. Joseph Tauro, 1969-1970

Board Memberships

Former Chairman, Board of Trustees, Hebrew Rehabilitation Center for Aged

Selected Publications

Author of chapter, "Helping the Client Assess and Avoid Risk," Deal Strategies for Venture Capital and Private Equity Lawyers: Top Attorneys on Protecting IP Assets, Handling Fund-Raising and Formation Issues, and Working with VC Funds and Buyout Groups to Structure Transactions.
"Unconscionability- Code, the Court and the Consumer," Boston College Law Review 367, 1968
"The Purchase or Sale of a Closely Held Corporation - An Overview," 63 Massachusetts Law Review, 211, 1978

Selected Speaking Engagements

Frequent speaker on topics relating to corporate law.