Wayne A. Martino

Wayne regularly advises clients on complex sale and development transactions including mergers and acquisitions, traditional, mezzanine and venture capital financing, strategic alliances, joint ventures and co-development projects and technology licensing. His clients include public and private companies, entrepreneurs and start-up businesses in a wide variety of industries such as, traditional and high tech manufacturing, new media, internet, professional services, and biotechnology. While his practice embraces all aspects of general business representation, he focuses on transactions where he can add or capture value for clients by crafting solutions that integrate business, financial, tax, accounting and legal considerations. Because many of the firm’s clients have tended to start as entrepreneurs in leading edge industries, he has a long history of addressing legal and business issues in emerging industries where there is little to no legal or business road map and many of the issues require creative and textured solutions.

Wayne has been a member of the board of directors of three publicly held companies and served on audit, compensation, and corporate governance committees. He co-founded the Connecticut Nanotechnology Initiative and served on the State of Connecticut Nanotechnology Advisory Panel until 2010. Wayne has lectured on legal and business issues involving strategic alliances, venture capital, accounting, nanotechnology, and the internet.  He received his B.A., cum laude, from American University and his J.D., with honors, from the University of Connecticut School of Law. Wayne is a member of the Connecticut Bar.

  • Buyers and sellers in domestic and cross border transactions involving public and private companies in cash, equity, and earn-out transactions including:
    • Company and founders in sale of operating assets of manufacturing company to strategic buyer for $174 million.
    • Biotech company in sale to publicly traded company for cash, convertible debt and earn-out payments for in excess of $100 million.
    • Employment benefit administrator and its founders in sale of controlling interest to private equity group for $80 million.
    • Pharmaceutical manufacturer in sale for $61 million of equity of publicly traded buyer.
    • Professional services provider in divesture of regional subsidiary to strategic buyer for $60 million.
    • Purchasers in roll up and industry consolidation transaction in various industries including telecommunications, manufacturing, and professional services.
    • Sale of medical equipment manufacturer and distributor to publicly held company.
    • Internet company in sale to publicly held company for $23 million of cash and earn-out.
    • Company and its founders in sale of 75% equity interest in medical supply manufacturer and distributor group to private equity buyer.
  • Public and private companies in joint ventures, strategic alliances, and licenses, including patent and technology exchanges, supply agreements, and investments with institutions and companies such as GE, Micron, Motorola, Hewlett Packard, IBM, Nortel, Lucent, Williams Communications, Sanofi, Chiron, and Yale University, including:
    • Public company in $200 million investment in a nanotechnology joint venture licensing and development transaction.
    • Public company in a joint development project with IBM and Digital Equipment for one of the first internet marketplaces transactions.
  • Lenders and borrowers including secured and unsecured credit facilities, mezzanine and subordinated debt, and bridge financing.
  • Recapitalization of multi-state pharmaceutical manufacturer, including sale of non-core business research and development subsidiary and restructuring of long term debt and concurrent investment by a private equity group.
  • Outsourced interim general counsel to U.S.-based publicly high tech company that had seven international and domestic manufacturing locations and over $500 million of annual sales.
  • Outsourced interim general counsel to professional services company with over 1,000 employees in ten states and annual revenue of over $250 million.
  • Counsel to Boards of Directors and Special Committees on fiduciary duties and disclosure issues, including during change of control transactions.
  • Securities transactions, including private placements, venture capital, equity incentive plans, IPO, 144A offerings, and employee offerings.
  • Employment agreements and equity based compensation and separation packages for senior executives of public and private companies and venture backed start-ups.
  • Management teams in leveraged buyout and sale of control transactions.

Practice Areas
•  Company Formation
•  Seed and Venture Capital Financing
•  Mergers & Acquisitions
•  Private Equity Financing
•  Emerging Companies
•  Securities Matters
•  Strategic Transactions
•  Technology Licensing
•  Executive Employment

Education
•  University of Connecticut School of Law (J.D.)
    – with honors
• 
American University (B.A)
    – cum laude

Bar Admissions
•  Connecticut

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