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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Drafting and Amending LLC Operating Agreements

01.21.2025

Speaking Engagements & Seminars

Drafting and Amending LLC Operating Agreements

Join partner Gianfranco A. Pietrafesa, who will be speaking at the NBI webinar, "Drafting and Amending LLC Operating Agreements." In this focused course, the speakers will outline key steps to LLC formation and provide you with techniques for addressing essential components of OAs. Attendees will gain actionable tips and tricks for preparing management and voting provisions, and will find out how to handle decision-making issues, discover different options for tax entity selection, and much more, including: ...

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Gianfranco Pietrafesa Recognized by New Jersey State Bar Association

12.13.2024

Press Releases

Gianfranco Pietrafesa Recognized by New Jersey State Bar Association

Gianfranco A. Pietrafesa, a partner of the firm and a member of its Business Counseling and M&A groups, was recognized by the New Jersey State Bar Association (NJSBA) on December 12, 2024 for appearing on behalf of the NJSBA as amicus curie in the New Jersey Appellate Division in Patel v. New Jersey Department of Treasury. The case involved an issue of first impression under New Jersey’s LLC statute, NJ-RULLCA, and resulted in a published opinion (479 N.J. Super. 26 (App. Div. 2024)). Gianfranco was a member of the select committee that drafted New Jersey’s LLC statute, has written and lectured extensively on NJ-RULLCA, and is considered an authority on the subject....

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Federal Court Issues Nationwide Preliminary Injunction Temporarily Suspending Enforcement of Corporate Transparency Act

12.09.2024

Client Advisories

Federal Court Issues Nationwide Preliminary Injunction Temporarily Suspending Enforcement of Corporate Transparency Act

The Corporate Transparency Act (“CTA”) requires more than 32 million domestic and foreign companies to file a beneficial ownership information report (“BOI Report”) with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). A BOI Report discloses certain information about the companies and their “beneficial owners”, which include persons directly or indirectly owning or controlling 25% or more of the ownership interests, senior management, and other persons directly or indirectly substantially controlling a company....

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