Gianfranco A. Pietrafesa

Partner

Business CounselingMergers & Acquisitions

Overview

Gianfranco (Franco) is a business lawyer representing clients from start-ups to established companies in a wide range of corporate and commercial matters. With a focus on entrepreneurs and small to middle-market companies that are closely-held or family-owned, Franco advises on all aspects of a business’s operations, including mergers and acquisitions, venture capital/private equity, business formation, restructurings and reorganizations, corporate governance, and business succession.

Having been a member of the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act, clients look to Franco as an authority on New Jersey’s LLC laws. At the time, the New Jersey State Bar Association awarded him the Distinguished Legislative Service Award in recognition of his work leading to New Jersey's enactment of the statute. Franco has written an amicus curiae brief on behalf of the New Jersey State Bar Association on a case pending in the Appellate Division of the New Jersey Superior Court concerning aspects of the New Jersey Revised Uniform Limited Liability Company Act.

When advising on M&A or financing transactions, clients rely on Franco to navigate the complex legal issues and assist them in making the right strategic decisions during an important time for their business. Knowing no two M&A deals are alike, Franco structures transactions, including asset purchases and stock purchases, joint ventures and other alliances, to meet his clients’ goals, keeping in mind the tax consequences associated with each transaction. He has represented clients in the sale of all or a portion of their business to private equity firms, and is experienced in the unique issues involved in dealing with such firms.

Franco enjoys the people and problem-solving aspects of his practice, focused on reaching his clients’ objectives in the most practical manner possible. Easy to work with, he is hands-on, very responsive, and knows how to get things done. He provides his clients the information they need to clearly understand all options for moving forward and, with his help, to choose the best one based on their particular needs.

A trusted advisor, Franco serves as outside general counsel to businesses, advising them on day-to-day legal issues. Clients appreciate Franco’s thorough understanding of, and his ability to navigate, the complex laws that affect their companies. In this capacity, he prepares, reviews and negotiates a wide variety of contracts, including shareholder, buy-sell, partnership, and LLC operating agreements; licensing, manufacturing, supply, and distribution agreements; employment, consulting, and independent contractor agreements; restrictive covenants; and real estate lease agreements. Franco has a unique perspective when negotiating contracts and transactions, stemming from his experience as a litigator and trial attorney earlier in his career, which comes in handy when advising businesses and their owners.

Franco is a frequent speaker for professional, business, industry and trade organizations on topics such as LLCs, mergers and acquisitions, buy-sell agreements, contract drafting, and legal ethics. In recognition of his work in providing continuing legal education to his fellow attorneys, Franco received the prestigious 2020 Alfred C. Clapp Award for Excellence in Legal Education from the New Jersey Institute for Continuing Legal Education, the educational arm of the New Jersey State Bar Association. He has also taught the M&A transactional skills course at Seton Hall University School of Law and the law of business organizations at Fairleigh Dickinson University. A prolific writer, Franco has written book chapters and numerous articles on LLCs, litigation, and legal ethics that have appeared in such legal periodicals as the New Jersey Law Journal, New Jersey Lawyer Magazine, ABA’s Trial Practice Journal, and DRI’s Trials and Tribulations.

Representative Experience

Represented manufacturer in $27M sale of business to a buyer funded by private equity with the transaction structured as an asset purchase, with rollover equity and earnout payments based on EBITDA.
Represented manufacturer in $8.5M sale of business structured as an equity purchase after the restructuring of the corporation to an LLC.
Represented distributor in $24M sale of business to a buyer funded by private equity with the transaction structured as a stock purchase, with rollover equity.

Credentials

Education

Seton Hall University School of Law, JD
Fairleigh Dickinson University, BS, summa cum laude

Admissions

New Jersey
New York
U.S. Court of Appeals for the Third Circuit
U.S. District Court for the District of New Jersey
U.S. District Court for the Southern District of New York
U.S. Supreme Court
U.S. Tax Court

Offices

Areas of Focus

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Practice

Industries

Manufacturing

News & Insights

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06.11.2025

Speaking Engagements & Seminars

2025 Business Law Symposium

Archer partner Gianfranco A. Pietrafesa will be serving as the moderator and a speaker at the “2025 Business Law Symposium.” Joining Franco as a speaker at this year’s event will be Archer partner Kate A. Sherlock. Co-sponsored by the New Jersey Institute for Continuing Legal Education (NJICLE) and New Jersey State Bar Association’s Business Law Section, the Symposium brings together attorneys, accountants and other professionals to explore the latest trends in and challenges for business....

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05.14.2025

Speaking Engagements & Seminars

What’s New with LLCs?

Partner Gianfranco A. Pietrafesa will be moderating his annual “What’s New with LLCs?” seminar at the New Jersey State Bar Association Annual Meeting. Franco brings his extensive background on New Jersey LLC law to the panel having served on the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act....

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Modifying the Representation and Warranty About Financial Statements Being Prepared in Accordance With GAAP

04.23.2025

Articles

Modifying the Representation and Warranty About Financial Statements Being Prepared in Accordance With GAAP

Partner Gianfranco Pietrafesa co-authored the article "Modifying the Representation and Warranty About Financial Statements Being Prepared in Accordance with GAAP," which reviews the customary representation and warranty (“R&W”) in stock and asset purchase agreements concerning a target company’s financial statements being prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). However, many private companies, especially small, closely-held, and family-owned companies, do not prepare their financial statements in accordance with GAAP. That is, their financial statements deviate from GAAP. Yet, many attorneys representing buyers require the R&W to include such language....

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