Norman D. Kallen

Norman dedicates his practice to advising clients in diverse business and transactional matters. A substantial portion of his practice focuses on mergers and acquisitions (M&A) for middle and lower middle market companies in an array of industries. Norman completes numerous M&A transactions annually, valued in the hundreds of millions of dollars. In addition, he is a sought-after speaker on M&A thought leadership, appearing at numerous forums and CLE presentations throughout the year.

In addition to his robust M&A practice, Norman provides pivotal legal frameworks around day-to-day transactional matters for client including divestitures, financings, corporate restructurings and capitalization; joint ventures, shareholder/member agreements and disputes; marketing, distribution and licensing agreements; and other commercial contracts. He also counsels start-up and mature closely held and family-owned businesses in all facets of the business life cycle, including succession planning, capital raising (private equity, angel funding and debt financing), growth strategy, shareholder/owner issues, turnaround and restructuring, and employee/employer issues including executive level employment and equity compensation issues.

With a background as corporate counsel to an early stage software technology company, Norman has first-hand experience in advisory regarding software and technology development and licensing, including joint development agreements, protection against exploitation of intellectual property, strategic alliances and related venture capital and early-stage funding. As a result of this in-house experience, Norman brings legal acumen and business insight to his clients to help them effectively and efficiently achieve their immediate and strategic goals.

Earlier in his career, Norman served as General Counsel for a New Jersey-based software technology company.

• Represented the shareholders of two textile companies in sale of equity to a private equity group. Transaction included a rollover of equity in the acquirer. Holdings included warehousing and manufacturing facilities in seven states.
• Represented a New Jersey-based IT company providing component parts for use in satellite and ground base stations to a U.S. publicly traded defense contractor
• Represented regional home health care provider in strategic sale of assets to national home care provider
• Represented seller of software platform that allows users to (1) generate customizable real estate closing and settlement documents, and (2) order closing protection letters, policy jackets and title/property/lien searches through application programming interfaces with underwriters and title search vendors
• Represented seller engaged in product design and engineering of medical devices for the healthcare industry in equity sale to a private equity group. This was a holistic sale addressing the entire development process including product design and human factors, systems, software, electronics, mechanical, quality and compliance. The seller continued to manage the company post-sale.
• Represented seller in equity sale of a cloud-based invoice process solutions provider (SaaS) using proprietary software for AP automation solutions and invoice processing to a publicly traded French company
• Represented New Jersey-based purchaser in acquisition of all equity in a California electronics corporation that provides standard and custom-designed power supplies. Purchaser is a leading designer and manufacturer of power conversion products to the U.S. Defense Dept. and various industry sectors.
• Represented New Jersey-based global distributor and manufacturer of equipment and programs serving physical education, recreation, special needs therapies and education in a sale to a strategic partner
• Represented a strategic payer marketing agency, focused on guiding clients to successful market access for their products including establishing best practices to implement these experiences for payer customers, in an equity sale to a private equity firm specializing in building healthcare businesses
• Represented numerous clients, including an international reseller of computer mainframes and ancillary equipment and an international supplier of drilling equipment to the oil and gas industry, in connection with securing new bank credit facilities, including EXIM Bank sub-facilities, as well as negotiating and drafting loan documents to facilitate their expansion of domestic and international activities
• Represented shareholder of EDI provider in connection with sale of equity to publicly traded buyer and subsequent acquisition of co-shareholder equity, including negotiating and drafting stock purchase agreements, related capital raise documents and preferred stock conversion documents
• Represented purchasers of national remodeling contractor in all aspects of its acquisition including the review, negotiation and preparation of all transactional and financing documents
• Represented numerous equity holders in negotiating, documenting and financial restructuring necessary to effect “corporate divorce” matters across numerous industries
• Represented multinational reinsurance software and service provider in connection with the negotiation and preparation of a master software development agreement, software license agreement and SLA for the development and maintenance of customized software and service-related support
• Represented UK industrial materials consultancy and metallurgical testing company in connection with the acquisition of equity from a domestic materials testing facility
• Represented an international supplier of well and drilling equipment in connection with the negotiation and preparation of various master supply agreements having operations in the Gulf of Mexico, Southeast Asia, Africa and South America
• Represented manufacturer and producer of nutraceutical products in the negotiation, review and documentation of new credit facilities to infuse working capital, fund facility expansion, expedite equipment modernization and facilitate real estate acquisitions

Education

• New York University School of Law, LL.M. in Taxation
• Seton Hall University School of Law, J.D.
• Rutgers Graduate School of Management, M.B.A.
• Rutgers University. B.A.

Bar Admissions

• New Jersey

Court Admissions

• U.S. District Court for the District of New Jersey
• U.S. Tax Court