Deborah DiVerdi Carlson

Partner

Deborah operates a dynamic transactional practice and acts as outside general counsel and trusted advisor for emerging and mature public and private companies.

Deborah DiVerdi Carlson, ArentFox Schiff, Partner

Deborah is a partner in the firm’s Corporate & Securities group. She represents public, private and start-up companies in various industries, including transportation and logistics, software developers and providers, hardware and other manufacturing and healthcare businesses.  She has extensive experience handling transactional matters, including mergers, acquisitions, sales and public and private offerings of equity and debt securities for emerging and mature public and private companies. She also has a dynamic practice serving as general counsel to her corporate clients.

Deborah has extensive experience in formation of business joint ventures, and executive compensation planning, including tax structuring and advice for representative business, debt, and equity transactions at all phases of the corporate life cycle of her clients, including formation, growth and upon sale.  

Client Work

Mergers and Acquisitions/Reorganizations

  • Negotiated sale of German subsidiary in all cash transaction by public US corporation and United Kingdom subsidiary.
  • Negotiated acquisition of intellectual property portfolio and other assets of private label health food line of business.  
  • Lead attorney in the sale of an underwater robotics company to a public company in an all cash deal.
  • Represented a limited liability company operating in the transportation space in a combined sale and tax-free rollover of units.
  • Lead attorney in the formation of, and ultimate sale to, a French conglomerate, of a company selling energy efficient lighting. 
  • Lead attorney in the sale of a business division by a major hospital to a public company, including the negotiation of a post-sale joint venture agreement between the parties, with a combined value of over $130 million.
  • Lead attorney in the combined sale and tax-free rollover of limited liability company units of a transportation business to a private equity firm with a value of $38,500,000 million.
  • Lead attorney in the acquisition of a janitorial services company with operations in the United States and Canada.
  • Lead attorney in the stock sale of 85% of a private company to a public company registered in the Philippines, including the negotiation of put right for the sale of the remaining seller shares.
  • Lead attorney in the sale of an engineering business by an investment group to a public company, comprising its domestic and international offices (India).
  • Lead attorney in the sale of a regional hospital to a strategic buyer.
  • Lead attorney in the restructuring, negotiating and documenting 13 related joint venture transactions representing a combined equity/financing of approximately $25,500,000.
  • Represented a seller in tax-exempt bond-financed dispositions of three nursing homes with a total sales price of approximately $29,000,000.
  • Lead attorney in the formation of multiple joint ventures between start-up private company and national public healthcare company to develop access centers for specialty patient care. 
  • Lead attorney in the acquisition of US and China- based assets for the operation of an international travel and education business.

Private Securities Offerings

  • Lead attorney in sale of convertible notes and equity securities by emerging technology company building systems that track and capture HD video and stills of consumers in entertainment venues for sale in real time.
  • Advised purchasers and sellers in private placements involving retail business operations, manufacturing operations, and commercial real estate.

Corporate Finance

  • Lead attorney in $17 million HUD insured refinancing of two nursing homes with combined business operations and real estate holdings of over $20 million.
  • Lead attorney for management buy-out of emerging pharmaceutical company.
  • Lead attorney for management buy-out of multiple healthcare management companies.

Memberships

  • Transportation Lawyers Association
  • Boston Bar Association
  • Massachusetts Bar Association

Perspectives