Gary E. Constable is a partner in the Firm’s Corporate and Securities and General Business Practice Groups. He advises private and public companies, founders, sponsors, investors, and senior executives on corporate, securities, financing, and general business matters across the full corporate lifecycle.
An important aspect of Mr. Constable’s practice is serving as outside general counsel to companies and their principals. In that role, he advises sponsors, boards of directors, and management teams on corporate governance, fiduciary duties, litigation and dispute management, strategic planning, financings, and transaction execution, as well as a broad range of day-to-day legal and commercial matters, including licensing, franchising and branding, joint ventures and strategic alliances, distribution and supply chain arrangements, and other commercial agreements. He is valued for providing practical, strategic counsel tailored to his clients’ business objectives.
Mr. Constable’s practice also encompasses a broad range of domestic and cross-border corporate and financing transactions, including capital raises from angel and seed financings to growth-stage and mature company financings involving complex debt and equity structures. He regularly represents founders and emerging growth companies, as well as private equity sponsors, family offices, venture capital funds, and other investors, in acquisitions, financings, investments, and liquidity events. His practice includes significant lead counsel experience in sophisticated public and private M&A transactions, including platform acquisitions, add-on acquisitions, and other roll-up and build-up strategies, as well as domestic and cross-border credit facilities, acquisition financings, capital markets offerings, and structured finance transactions. His matters have ranged from early-stage investments to large complex strategic transactions. Over the course of his career, he has represented clients across a broad range of industries, including private equity and investment firms, aerospace, defense and homeland security, materials and industrials, consulting and other professional services, consumer and luxury brands, food and beverage, technology, healthcare, real estate and hospitality, and advertising and media.
Mr. Constable also advises companies, senior executives, senior executive teams, and senior financial professionals on executive employment and compensation matters, including executive onboarding, departures, career transitions, change-in-control scenarios, and equity incentive matters.
Selected Representative Engagements
Outside General Counsel and Strategic Advisory
- Served as outside general counsel to a private equity-backed global brand management and footwear company, advising on domestic and cross-border corporate and commercial transactions, manufacturing, supply chain and distribution arrangements, inbound and outbound licensing, brand initiatives, endorsements, influencer, advertising and event matters, litigation and dispute management, compliance, real estate, and employment matters.
- Served as outside general counsel to a venture capital-backed MIT health technology spinout, providing strategic counsel on financings, equity structuring, governance, employment, licensing, strategic partnerships, and exit opportunities.
- Served as outside general counsel to a cross-border, venture capital-backed medical technology company, advising on financings, capital structure, governance, employment matters, stakeholder and commercial partner disputes, strategic partnerships, and exit opportunities.
- Served as outside general counsel to a food and beverage startup, advising on financings, equity structuring, governance, employment, strategic partnerships, and exit opportunities.
Mergers and Acquisitions
- Represented founder-led companies in partial and full sales to private equity firms.
- Represented a public company defense contractor in the sale of two defense technology businesses.
- Represented a German industrial conglomerate in its acquisition of a century-old industrial machine manufacturer.
- Represented a public company provider of customized business research and consulting services in multiple acquisitions of marketing research companies.
- Represented a group of private investors in the leveraged buyout acquisition of the multinational beauty packaging division of a public corporation.
- Represented a dormant public company in the redeployment of assets through the acquisition of an industrial steel products manufacturer for common stock and cash.
- Represented a public company manufacturer and distributor of military and law enforcement products in its sale to a multinational defense contractor.
- Represented a NYSE-listed company in its acquisition of a leading manufacturer and distributor of air purifiers, humidifiers, heaters, and fans for cash and common stock.
- Represented a NYSE-listed company in its acquisition of a private manufacturer and supplier of police duty gear and consumer backpacks.
- Represented a nationwide health club chain in its sale to a public company for cash and NYSE-listed common stock.
- Represented a public medical products and personal care company in the sale of its orthopedic, orthotic, and prosthetic medical products business to a financial investor.
Debt, Structured Finance and Capital Markets
- Represented public and private company borrowers in domestic and cross-border syndicated and bilateral credit facilities, including secured revolving, term, balance sheet, asset-based, senior, subordinated, and multi-tranche financings, with commitments ranging up to $3 billion.
- Represented various public and private companies in numerous underwritten public offerings and private placement offerings of equity and debt securities, in amounts ranging from $3 million to $400 million.
- Represented a financial sponsor group in a proposed strategic investment into a public microcap consumer products company and advised on its operational and financial restructuring.
- Represented a public consumer products company in a $200 million accounts receivable financing facility.
- Represented a private equity activist fund in its convertible debt investment in a public software company.
- Represented an activist fund in connection with a strategic white knight debt investment in a distressed public company, including creditor negotiations and related transaction matters.
Emerging Companies and Venture Capital
- Represented startups in connection with formation and founder matters, initial capital structure, intellectual property, real estate, employment, and related commercial matters.
- Represented startups in angel, seed, and venture capital financings, including priced equity, convertible note, and SAFE rounds.
- Served as outside general counsel to a follow-on venture capital fund group, advising on SPV capital raising and initial and continuing portfolio company investments.
- Represented cannabis branding and distribution startups in connection with capital structuring, equity and convertible note financings, brand protection, commercial agreements, and advisor, consulting, and employment arrangements.
Joint Ventures, Strategic Partnerships and Business Disputes
- Represented a large white-label apparel manufacturer in a long-term joint venture with a publicly traded apparel and branding company.
- Represented a private securityholder in a control dispute involving a troubled business, resulting in the sale of his equity and debt interests for cash and secured debt.
Commercial, Licensing and Supply Chain Transactions
- Represented a public company manufacturer in commercial and financing negotiations with a key supplier experiencing financial and operational difficulties.
- Represented a private restaurant chain in master licensing transactions involving the license of its name, business model, and trademarks to an international restaurant operator for multiple domestic and international locations.
- Represented a private equity-backed global brand management and footwear company in the negotiation of a primary 3PL and logistics relationship involving 250,000 square feet of warehouse space.
- Represented a large-format, multi-unit regional retailer in its conversion to a franchise model, including franchise sales and related commercial arrangements.
- Represented a private equity-backed global brand management and footwear company in the negotiation of long-term manufacturing and licensing agreements with internationally known athletic and footwear brands.
- Represented SaaS companies in connection with the commercial rollout and licensing of their software platforms.
Family Office and Private Capital Matters
- Represented a high-net-worth individual in a leveraged anchor investment in a newly formed hedge fund.
- Represented a prominent real estate developer in connection with personal guarantees for signature development projects.
- Represented a family office in connection with the financing and acquisition of fractional private aircraft interests.
- Represented a high-net-worth individual in connection with an art-collateralized revolving credit facility.
Executive Transitions
- Represented New York-based banking, finance, and fund executives in transitions among banks, funds, and public and private company executive officer positions.
- Represented executive teams in the sale of their companies to financial and strategic buyers.
- Represented executives across multiple industries in employment, compensation, and equity negotiations, including media and advertising, food, beverage, and hospitality, fashion and apparel, fintech, healthcare, medical technology, real estate, telecom, software, logistics, and infrastructure.