Bio
Kathryn advises companies of all sizes on general business concerns, mergers and acquisitions, venture capital investments, and commercial contracting matters. She regularly counsels companies on a wide range of legal issues, including entity formation and structure, corporate governance, executive compensation issues, commercial leasing, licensing agreements, and regulatory compliance. Kathryn also represents companies in the negotiation and implementation of institutional financing and commercial loan transactions with large institutional lenders. She serves as the Practice Group Chair for PilieroMazza’s Business & Transactions Group and is a member of the firm’s Healthcare and Cybersecurity & Data Privacy teams.
Kathryn acts as counsel to buyers and sellers in mergers, business restructurings, asset purchase and sale transactions, and equity purchase and sale transactions. She works with large and small companies on both domestic and international transactions, and she has experience representing diverse types of entities, including publicly traded companies, nonprofit businesses, and tribal entities. Kathryn’s experience in venture capital involves representing companies and investors in venture capital and angel investment transactions with companies from a wide range of industries at various stages of growth.
As part of her practice, Kathryn counsels clients on compliance with federal securities laws and represents clients in connection with offerings of debt and equity securities and private placements. She represents companies in matters involving licensing, acquiring and divesting intellectual property, regulatory compliance, and commercialization of intellectual property, joint ventures, and business alliance agreements.
Kathryn helps businesses with transactions and contracts in the government contracts space as well. Her work includes negotiating and drafting teaming agreements, collaboration agreements, joint venture agreements, and subcontractor agreements for both prime contractors and subcontractors. Kathryn also structures asset and equity transfer deals and coordinates contract novations in the government contracting space.
Kathryn represents entities in the healthcare industry in connection with general governance matters, professional organization structuring and compliance, strategic partnerships and joint ventures, healthcare mergers and acquisitions, and HIPAA and healthcare regulatory concerns.
In addition to the above, Kathryn’s practice also includes providing corporate and transactional representation to businesses in the craft brewing industry. She assists craft breweries with state and federal licensing, investment and bank financing transactions, equipment purchase agreements, entity structure and governance, commercial leasing, collaboration agreements, partner disputes, and exit transactions.
Related Practice Areas
- Business & Transactions
- Cybersecurity & Data Privacy
- Corporate and Organizational Governance
- Private Equity & Venture Capital
- Mergers & Acquisitions
- Debt Financing
- Employee Incentive and Bonus Plans
- Business Succession Planning
- Fund Formation & Structuring
- Nonprofits
Related Industries
Representative Matters
Representative Matters
- Represented a Kentucky-based multi-channel contact center and its ownership group in the sale of 100% of the outstanding equity to a private equity group. The transaction, valued at $110,000,000, involved Hart-Scott Rodino (HSR) compliance analysis and filings, a pre-closing subchapter F reorganization, and significant tax considerations.
- Represented a Virginia-based kidney care and population health services company in a private offering of Series C Convertible Preferred Stock and simultaneous secondary redemption of founders’ common stock. The transaction, valued at $64,000,000, involved pre-closing negotiation and closing of a line of credit debt facility with a senior lender to fund interim operations, and the negotiation of terms of conversion of multiple tranches of outstanding convertible debt securities into the Series C Preferred Stock.
- Represented a nationwide lighting design company in the sale of a controlling equity interest to a venture-backed purchasing company in a transaction valued at $108,000,000.
- Advised fund sponsors of a newly formed venture capital fund regarding investment fund structuring considerations, specifically focusing on a fund structure to avoid triggering affiliation under the U.S. Small Business Administration (SBA) affiliation rules between portfolio companies, the fund, and fund LPs (limited partnerships).
- Advised an Alaska Native Corporation (ANC) in its acquisition of 100% of the outstanding equity of a Georgia-based engineering, IT, and security systems government contractor. The transaction, valued at $27,385,000, involved a pre-closing subchapter F reorganization, post-closing inter-company organization, and asset management for the ANC’s family of companies.
- Represented a Virginia-based government contractor and its ownership group in the sale of all of its equity interests to a private equity firm in a transaction valued at $21,000,000.
- Represented the majority owner of an IT services government contractor in an SBA 7(a) loan-backed management buyout. The transaction, valued at $10,272,500, involved navigating compliance with SBA 7(a) business loan transactions, as well as significant pre-closing tax work relating to the preparation and submission of an application for a private letter ruling from the IRS.
- Represented a Maryland-based healthcare IT government contractor client in a private financing issuance of convertible debt securities (valued at $25,000,000) to fund strategic growth and ongoing operations.
- Represented a Baltimore-based private equity firm in the recapitalization and acquisition of an information technology company.
- Represented a Pennsylvania-based venture capital firm in a simultaneous asset acquisition, mezzanine loan, and series A financing transaction of a Maryland-based government contractor.
- Represented a large international pharmaceutical company in the sale of several lines of marketed products to two venture-backed purchasing companies.
- Represented an international medical device company in the restructuring of its North American organization, a Series A preferred stock capital raising transaction, and the multi-phase stock purchase acquisition of another medical device company.
- Represented a Maryland-based hospitalist practice in the acquisition of a controlling equity interest in a Pennsylvania-based hospitalist practice and management company. The transaction involved a complex pre-closing reorganization and an in-depth analysis of applicable laws relevant to corporate practice of medicine issues.
- Represented a Virginia-based government contractor in the intelligence and defense industry and its ownership group in the sale of 100% of the outstanding equity to a publicly traded company with a transaction value of $16,000,000.
- Represented a government contractor in the intelligence and defense industry and its ownership group in the sale of all of its equity interest to a portfolio company of a private equity firm in a transaction valued at $6,250,000.
- Represented a Pennsylvania-based venture capital firm in minority Series A and A-1 investments in a Maryland-based biotech company.
- Represented a Baltimore-based craft brewery in obtaining an institutional construction loan and line of credit for a major expansion and taproom buildout.
- Represented various government contractors in the strategic acquisition of assets and the subsequent successful novation of such assets.
Credentials
Education
- The George Washington University Law School, J.D., 2008, summa cum laude
- University of Maryland, College Park, B.A., 2005, summa cum laude
Admissions
- District of Columbia
- Maryland
Activities/Honors
Activities
- Member, Howard County Chamber of Commerce GovConnects Engagement Committee
- Member, Maryland Association for Corporate Growth
- Affiliated Member, Brewers Association of Maryland
- Board Member and Director, University of Maryland Alumni Association, Annapolis Chapter
- Member, American Bar Association
- Member, Maryland State Bar Association
Honors
- District of Columbia Super Lawyers®, Business & Transactions, 2020-Present
- Named one of Maryland’s “Leading Women” by The Daily Record, 2017
- Maryland Super Lawyers®, Rising Stars, Business & Transactions, 2013-2018
- Named one of Maryland’s “20 in their 20s” by The Daily Record, 2012