Gary E. Constable

Gary practices in the corporate and securities and general business areas, advising private and public companies, founders, sponsors, investors and senior executives on corporate, securities, financing and general business matters at every stage of the corporate lifecycle.

A significant part of Gary's work involves acting as outside general counsel to companies and their principals. In that capacity he counsels sponsors, boards and management teams on corporate governance, fiduciary duties, litigation and dispute management, strategic planning, financings and the execution of transactions, along with the wide range of day-to-day legal and commercial issues that arise, including licensing, franchising and branding, joint ventures and strategic alliances, distribution and supply chain arrangements, and other commercial agreements. Clients value the practical, strategic advice he tailors to their business goals.

Gary also handles a broad spectrum of domestic and cross-border corporate and financing transactions, including capital raises that run from angel and seed rounds through growth-stage and mature company financings with complex debt and equity structures. He regularly acts for founders and emerging growth companies as well as private equity sponsors, family offices, venture capital funds and other investors in acquisitions, financings, investments and liquidity events.

He has substantial lead counsel experience in sophisticated public and private M&A, including platform and add-on acquisitions and other roll-up and build-up strategies, and in domestic and cross-border credit facilities, acquisition financings, capital markets offerings and structured finance transactions. His matters have ranged from early-stage investments to large, complex strategic deals.

Over his career Gary has acted for clients in many industries, among them private equity and investment firms, aerospace, defense and homeland security, materials and industrials, consulting and other professional services, consumer and luxury brands, food and beverage, technology, healthcare, real estate and hospitality, and advertising and media. He further advises companies, senior executives, executive teams and senior financial professionals on executive employment and compensation issues, including onboarding, departures, career transitions, change-in-control situations and equity incentive arrangements.

Gary joined Michael Best with the New York team of Kane Kessler, P.C.

Solutions in action

Outside General Counsel & Strategic Advisory

• Served as outside general counsel to a private equity-backed global brand management and footwear company, advising on domestic and cross-border corporate and commercial transactions, manufacturing, supply chain and distribution arrangements, inbound and outbound licensing, brand initiatives, endorsement, influencer, advertising and event matters, litigation and dispute management, compliance, real estate and employment matters.
• Served as outside general counsel to a venture capital-backed MIT health technology spinout, advising on financings, equity structuring, governance, employment, licensing, strategic partnerships and exit opportunities.
• Served as outside general counsel to a cross-border, venture capital-backed medical technology company, advising on financings, capital structure, governance, employment matters, disputes with stakeholders and commercial partners, strategic partnerships and exit opportunities.
• Served as outside general counsel to a food and beverage startup, advising on financings, equity structuring, governance, employment, strategic partnerships and exit opportunities.

Mergers & Acquistions

• Represented founder-led companies in partial and full sales to private equity firms.
• Represented a public company defense contractor in the sale of two of its defense technology businesses.
• Represented a German industrial conglomerate in its acquisition of a century-old industrial machine manufacturer.
• Represented a public company that provides customized business research and consulting services in a series of acquisitions of marketing research companies.
• Represented a group of private investors in the leveraged buyout of a public corporation's multinational beauty packaging division.
• Represented a dormant public company in redeploying its assets by acquiring an industrial steel products manufacturer for common stock and cash.
• Represented a public company manufacturer and distributor of military and law enforcement products in its sale to a multinational defense contractor.
• Represented a NYSE-listed company in its acquisition, for cash and common stock, of a leading manufacturer and distributor of air purifiers, humidifiers, heaters and fans.
• Represented a NYSE-listed company in its acquisition of a private manufacturer and supplier of police duty gear and consumer backpacks.
• Represented a nationwide health club chain in its sale to a public company for cash and NYSE-listed common stock.
• Represented a public medical products and personal care company in selling its orthopedic, orthotic and prosthetic medical products business to a financial investor.

Debt, Structured Finance & Capital Markets

• Represented public and private company borrowers in domestic and cross-border syndicated and bilateral credit facilities, including secured revolving, term, balance sheet, asset-based, senior, subordinated and multi-tranche financings, with commitments of up to $3 billion.
• Represented various public and private companies in numerous underwritten public offerings and private placements of equity and debt securities ranging from $3 million to $400 million.
• Represented a financial sponsor group in a proposed strategic investment in a public microcap consumer products company and advised on that company's operational and financial restructuring.
• Represented a public consumer products company in a $200 million accounts receivable financing facility.
• Represented a private equity activist fund in its convertible debt investment in a public software company.
• Represented an activist fund in a strategic white knight debt investment in a distressed public company, including the related creditor negotiations and transaction matters.

Emerging Companies & Venture Capital

• Represented startups on formation and founder issues, initial capital structure, intellectual property, real estate, employment and related commercial matters.
• Represented startups in angel, seed and venture capital financings, including priced equity rounds, convertible notes and SAFEs.
• Served as outside general counsel to a follow-on venture capital fund group, advising on SPV capital raising and on initial and continuing portfolio company investments.
• Represented cannabis branding and distribution startups on capital structuring, equity and convertible note financings, brand protection, commercial agreements and advisor, consulting and employment arrangements.

Joint Ventures, Strategic Partnerships & Business Disputes

• Represented a large white-label apparel manufacturer in a long-term joint venture with a publicly traded apparel and branding company.
• Represented a private securityholder in a control dispute over a troubled business, which ended in the sale of his equity and debt interests for cash and secured debt.

Commercial, Leasing & Supply Chain Transactions

• Represented a public company manufacturer in commercial and financing negotiations with a key supplier facing financial and operational difficulties.
• Represented a private restaurant chain in master licensing transactions licensing its name, business model and trademarks to an international restaurant operator for multiple domestic and international locations.
• Represented a private equity-backed global brand management and footwear company in negotiating its primary 3PL and logistics relationship covering 250,000 square feet of warehouse space.
• Represented a large-format, multi-unit regional retailer in converting to a franchise model, including franchise sales and the related commercial arrangements.
• Represented a private equity-backed global brand management and footwear company in negotiating long-term manufacturing and licensing agreements with internationally known athletic and footwear brands.
• Represented SaaS companies in the commercial rollout and licensing of their software platforms.

Family Office & Private Capital Matters

• Represented a high-net-worth individual in a leveraged anchor investment in a newly formed hedge fund.
• Represented a prominent real estate developer in connection with personal guarantees for signature development projects.
• Represented a family office in the financing and acquisition of fractional private aircraft interests.
• Represented a high-net-worth individual in an art-collateralized revolving credit facility.

Executive Transactions

• Represented New York-based banking, finance and fund executives in transitions among banks, funds and executive officer positions at public and private companies.
• Represented executive teams in the sale of their companies to financial and strategic buyers.
• Represented executives across many industries in employment, compensation and equity negotiations, including in media and advertising, food, beverage and hospitality, fashion and apparel, fintech, healthcare, medical technology, real estate, telecom, software, logistics and infrastructure.