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Paul L. Zelnick


Paul L. Zelnick is a corporate transactional attorney who focuses his practice on providing effective outside counsel representation to entrepreneurs and small to mid-size private companies in a range of industries including the automotive, hospitality, food and beverage, medical, financial services, real estate, technology, marketing, and entertainment industries.

For several years, Paul has successfully advised his clients in connection with a range of corporate and transactional matters with a particular concentration on:

  • Corporate Governance Matters: Including entity formations; entity restructurings and conversions; equity swaps; debt conversions; equity redemptions; the preparation of corporate consents and resolutions; and the preparation and negotiation of corporate by-laws, operating agreements, shareholder agreements, and limited partnership agreements.

  • Merger and Acquisition Transactions: Representing both buyers and sellers in asset purchase transactions; membership interest/stock purchase transactions; and merger transactions.
  • Commercial Contracts: Including the preparation, review, and negotiation of service agreements; vendor agreements; non-disclosure agreements; liability waivers; licensing agreements; joint venture and alliance agreements; software as a service (SAS) agreements; restrictive covenant agreements; hotel and restaurant management agreements; distribution agreements; car rental agreements; and car rental affiliate agreements.
  • Employee/Contractor/Service Provider Compensation: Including the preparation and negotiation of employee and independent contractor agreements; restricted and unrestricted stock plans; profit sharing plans; stock option plans; phantom stock plans; stock appreciation right plans; and the issuance of profits interests.
  • Financing Transactions: Including private and commercial loan transactions; regulation D capital raising transactions; seed round capital raising transactions; simple agreements for future equity (SAFEs); and the preparation of convertible promissory notes.

Paul's representative matters include the following:

  • Represented a premier, full-service commercial truck driving school in the sale of its assets and membership interests to a leading recruiting and employment solutions provider.
  • Represented a local entrepreneur in his $20 million acquisition of several cellular retail outlets.
  • Served as a corporate/securities counsel for private fund managers and real estate developers in Regulation D offerings involving a combined capital raise in excess of $500 million.
  • Negotiated and closed mezzanine loans in excess of $250 million on behalf of commercial and residential real estate developers.
  • Serves as outside counsel to franchisees and affiliates of nationwide car rental brands.