David Dinwoodey - Counselor at Law in Needham, MA | Business Law

David Dinwoodey - Counselor at Law

Areas of Practice
During the course of his career, David Dinwoodey has represented the interests of numerous business and institutional clients in a wide array of business transactions, financings and ongoing counseling relationships. In many of these representations, which have included transactions ranging in size up to several hundred million dollars, David has undertaken the negotiation and preparation of much of the primary documentation and has personally overseen all aspects of the transaction or matter in close collaboration with the client.

The scope of David’s work has encompassed legal representation, counseling and transaction management for matters such as the following:
Bank/Commercial Loans
•Secured and unsecured term loan/revolving credit facilities for business and investment clients as borrowers and for institutional lenders.
•Negotiation and structuring of financing documentation such as commitment letters, credit and loan agreements, mortgages and pledge and security agreements, intercreditor agreements, personal or subsidiary guarantees, legal opinions, and coordination of local counsel in multi-state transactions.

Financings for Non-Profit Institutions
•Tax-exempt financings for development/expansion projects on behalf of private schools, hospitals, affordable housing organizations, social service agencies and nursing home/continuing care facilities.
•Negotiation and review of bond trust and loan agreements, collateral security documents, offering memoranda and disclosure documents, bond purchase and bond remarketing agreements, letter of credit support arrangements and other documents required for Federal tax compliance.

Business Acquisitions
•Structuring and negotiating all aspects of asset and stock purchase transactions for the sale or acquisition of privately-held businesses.
•Drafting or review of transaction letters of intent, comprehensive buy-sell agreements, documentation for post-closing earnout, escrow and indemnification arrangements, oversight of all required due diligence activities undertaken by the client as seller or buyer, and related matters.

Subordinated/Mezzanine Loans
•Subordinated and mezzanine financings for private equity funds and other business borrowers in connection with business acquisitions or recapitalizations, often in conjunction with concurrent senior debt financing.
•Preparation of subordinated note purchase/loan agreements, warrant and equity agreements, registration rights agreements, guarantees and intercreditor agreements.

Real Estate Development
•Helping businesses or non-profit organizations undertake real estate development projects.
•Preparation and negotiation of construction loan agreements, security documents, development agreements with public authorities and related documents.
•Coordinating required public approvals and compliance with zoning, land use and other regulatory requirements.

Ongoing Business/Organizational Needs
Assisting businesses and institutional clients to achieve important operational or strategic objectives, including:
•Negotiating and documenting real estate leases, equipment leases, vendor/supplier contracts, employment and consulting agreements, LLC operating agreements, stockholder and other investor/equity agreements, and similar arrangements.
•Revising and updating by-laws and organizational documents of for-profit and non-profit entities.
•Transaction restructurings.
•Ongoing counseling regarding regulatory compliance and contract matters.