Gianfranco A. Pietrafesa

Gianfranco (Franco) A. Pietrafesa advises clients on corporate, business, contract, real estate, and employment matters. He represents a wide range of clients, from start-ups to established companies, and focuses on entrepreneurs and small to middle market companies that are closely-held or family-owned. His clients are in a broad range of industries, including manufacturing, distribution, technology, food and beverage, professional services, jewelry and diamonds, and construction, among others. He has significant experience representing every type of stakeholder associated with business, including companies, owners, executives, buyers, sellers, lenders, borrowers, landlords, and tenants.

Franco advises clients on choice of entity and formation of corporations, LLCs and partnerships, including the preparation and negotiation of governing documents and agreements such as shareholder, buy-sell, partnership, and LLC operating agreements. He has significant experience with, and is considered an authority on, LLC laws. He handles equity and debt financing, including private placements of securities, and investments by family, friends, angel investors, and private equity firms. Franco handles mergers and acquisitions, including asset purchases and stock purchases, joint ventures and other strategic alliances, and other corporate reorganizations, and has a working knowledge of the tax consequences associated with such transactions. He prepares, reviews and negotiates a wide variety of contracts, such as licensing, manufacturing, supply, and distribution agreements. He also advises clients on how to protect trade secrets and other confidential business information through confidentiality, non-solicitation, and non-competition agreements.

Franco advises employers on various employment matters that arise on a daily basis. Additionally, he prepares employment agreements, consulting and independent contractor agreements, employee handbooks, severance and separation agreements, and general releases. He also represents banks, private lenders, and borrowers in loan transactions, and buyers and sellers of real estate sales and purchases, and landlords and tenants in lease transactions.

For many years, Franco was a litigator and represented clients in complex and ordinary litigation in state and federal courts. He has significant experience appearing in court on orders to show cause, motions, hearings, and trials. As a business lawyer, he strategizes with the firm’s litigators on corporate, business, and commercial litigation such as breach of contract, business torts, minority shareholder oppression, deadlock, business divorces, and other disputes among business owners.

Franco is a frequent speaker for professional, business, industry and trade organizations on topics such as mergers and acquisitions, buy-sell agreements, choice of entity, LLCs, contract drafting, litigation, and legal ethics. He has also taught the M&A transactional skills course at Seton Hall University School of Law and the law of business organizations at Fairleigh Dickinson University. A prolific writer, Franco has written book chapters and numerous articles on business law, litigation, and legal ethics topics that have appeared in such legal periodicals as the New Jersey Law Journal, New Jersey Lawyer Magazine, ABA’s Trial Practice Journal, and DRI’s Trials and Tribulations. Franco also previously served as pro bono general counsel to the St. Anthony Education Foundation, the Hawthorne Education Foundation, and the Hawthorne Soccer Association, all in Hawthorne, New Jersey.