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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The Corporate Transparency Act is Back, with a New Filing Deadline

02.21.2025

Client Advisories

The Corporate Transparency Act is Back, with a New Filing Deadline

Companies that are required to file beneficial ownership information (“BOI”) reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (“CTA”) must generally do so by the new filing deadline of Friday, March 21, 2025....

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A Second Nationwide Preliminary Injunction Continues the Suspension of Required Filings Under the Corporate Transparency Act

01.24.2025

Client Advisories

A Second Nationwide Preliminary Injunction Continues the Suspension of Required Filings Under the Corporate Transparency Act

On January 23, 2025, the U.S. Supreme Court stayed the nationwide (a.k.a., universal) preliminary injunction preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). As a result of the Supreme Court’s decision in the Texas Top Cop Shop case, available here, it was anticipated that reporting companies would be required to file their beneficial ownership information (“BOI”) reports with FinCEN, as provided in the CTA. See our advisory....

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U.S. Supreme Court Stays Preliminary Injunction and Reinstates Corporate Transparency Act

01.23.2025

Client Advisories

U.S. Supreme Court Stays Preliminary Injunction and Reinstates Corporate Transparency Act

On January 23, 2025, the U.S. Supreme Court stayed the nationwide (a.k.a., universal) preliminary injunction preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). As a result of the Supreme Court’s decision, available here, reporting companies will now be required to file their beneficial ownership information reports with FinCEN, as provided in the CTA....

Learn more