Jorge Salva serves as outside general counsel to entrepreneurs, family businesses, early-stage and mature closely held companies across numerous industries, including: IT consulting, pharmacies, chiropractic, urgent-care centers, manufacturing, retail, wholesale distribution, franchising, as well as licensed professionals including architects, accountants, and independent financial advisors.
He has advised and negotiated a wide variety of transactions from entity formation, corporate finance, asset-based lending and mergers and acquisitions. Mr. Salva is experienced in negotiating and structuring his clients’ transactions in a manner that achieves their business goals, while minimizing risks of post-closing disputes and litigation. Rather than merely identifying legal risks to a transaction, Mr. Salva will work closely with his clients and their other trusted advisors to find solutions that protect his clients, enable informed decisions, and give them peace of mind at closing.
For over a decade, Mr. Salva has also represented Fortune 500 companies, middle-market firms, global insurers, and bankruptcy trustees on complex commercial disputes involving: breach of contract, civil fraud, tortious interference, corporate governance, shareholder-derivative suits, debtor-creditor law, restrictive covenants and non-competes, unfair competition, trade secret misappropriation, employer-side FLSA wage and hour claims, bankruptcy litigation in connection with the Bernard Madoff Ponzi scheme, and first party commercial insurance coverage claims arising out of Hurricane Katrina.
Corporate Formation & Governance – Mr. Salva works closely with his clients in identifying the appropriate entity form, filing state-required formation documents, and drafting by-laws and operating agreements that thoroughly spell out each shareholder’s and member’s rights and obligations as owners in the entity. He also advises his business clients in structuring, improving, and managing their internal corporate operations and controls to assure all stakeholders that the company is operating in a fair and lawful manner. Mr. Salva has significant experience in finding cost-effective resolutions to disputes over freeze-out in the management of the company’s affairs, deadlocks in voting, minority shareholder/member rights, non-disclosures of financial performance and other business affairs, and the distribution of profits and dividends.
Buy-Sell Agreements – Mr. Salva drafts buy-sell agreements that provide for the clear and effective restructure of ownership and operational control among the surviving owners of the company so as to enable decision making and the continuation of normal operations, while at the same time, providing the mechanism for compensating the departing owner or his or her estate for the sale of the departing owner’s shares or interests in the company.
Mergers & Acquisitions – From the early stages of advising and negotiating the deal terms to the legal due diligence, drafting of documents, and ultimately closing the transaction, Mr. Salva has experience with a variety of stock sales, asset purchase agreements, mergers, and joint ventures for small businesses, emerging companies, and midsize-firms. His clients’ transactions have often involved seller or third-party financing, including debt secured by the acquiring company’s receivables, equipment and machinery or the issuance of the buyer’s preferred and common equity.
Asset-Based Lending – Mr. Salva counsels and negotiates on behalf of his business clients to obtain SBA loans, working capital, credit facilities, refinancing, and equipment leases from commercial banks and other private lenders. He advises his clients on the available instruments for financing, each alternative’s advantages and disadvantages, and the risks of taking on significant secured debt. Mr. Salva can structure, negotiate and document the transaction that will satisfy cash flow needs, enable implementation of his clients’ strategic objectives, and minimize risk to the business and the individual owners’ personal assets.
Regulation D and Other Exempt Securities Offerings – Mr. Salva will advise and draft private placement memoranda, subscription agreements and other offering documents for clients seeking to raise capital through the issuance of securities exempt from SEC registration requirements. He will regularly advise and consult with his clients to ensure their securities remain compliant with federal and state regulations, and prepare all necessary filings for regulators.
Commercial Disputes and Litigation – While litigation is often a costly and risky avenue, Mr. Salva has successfully resolved numerous commercial disputes by thoroughly investigating the facts, objectively analyzing the strengths and weaknesses of each side’s potential claims and defenses, and evaluating the likelihood of collection on any judgment in his client’s favor. His pre-litigation strategy includes deliberate negotiations that expose the adversary’s real agenda from which common ground can be identified to craft a mutually-acceptable result. When an adversary shows itself to be completely unreasonable, Mr. Salva develops a litigation strategy that anticipates, rather than merely reacts to the adversary’s tactics. Throughout the litigation, Mr. Salva acts as a zealous advocate, but honestly advises his clients on the potential merits and risks of trial, often resulting in constructive pre-trial settlements that protect their bottom line.
Prior to law school, Jorge was employed as an analyst at the Federal Reserve Bank of New York, where he gained substantial experience in financial analysis and accounting. Mr. Salva is the son of Cuban immigrants and was raised in a family of successful entrepreneurs. In his spare time, Jorge is an avid weight lifter, softball player, and reader of American history and biography (18th and 19th centuries).