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MacElree Harvey, Ltd.

MacElree Harvey, Ltd.

Initiative in Practice

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  • Our Team
        • Joseph A. Bellinghieri
        • Patrick J. Boyer
        • Jeffrey P. Burke
        • Robert A. Burke
        • Matthew C. Cooper
        • John C. Cronin
        • Daniel T. Crossland
        • Marie I. Crossley
        • Harry J. DiDonato
        • Jaycie DiNardo
        • Caroline G. Donato
        • Lindsay A. Dunn
        • Sally A. Farrell
        • Brian J. Forgue
        • William J. Gallagher
        • Patrick J. Gallo, Jr.
        • Mary Kay Gaver
        • J. Charles Gerbron, Jr.
        • Leo M. Gibbons
        • Joseph P. Green, Jr.
        • Carolina Heinle
        • Court Heinle
        • Frank W. Hosking III
        • Katherine A. Isard
        • J. Kurtis Kline
        • Elias A. Kohn
        • Peter E. Kratsa
        • Mary E. Lawrence
        • Daniel R. Losco
        • Michael G. Louis
        • Jamison C. MacMain
        • John F. McKenna
        • Matthew M. McKeon
        • Brian L. Nagle
        • Lance J. Nelson
        • Timothy F. Rayne
        • Michael C. Rovito
        • Duke Schneider
        • Tiffany M. Shrenk
        • Andrew R. Silverman
        • Ashley B. Stitzer
        • Robert M. Tucker
        • Natalie R. Young
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    • Centreville, DE
    • Hockessin, DE
    • Kennett Square, PA
    • West Chester, PA
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  • (610) 436-0100

Mergers & Acquisitions

Mary Kay Gaver

April 5, 2022 by Hoppel Design

Mary Kay Gaver

Partner – Business Department

Mary Kay previously worked with the Firm from August 2016 – September 2020 and represents clients in a wide variety of real estate, lending and commercial transactions.

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Mary Kay graduated from University of Maryland School of Law and earned her Bachelor of Arts in Political Science from the Loyola University of Maryland.  She is licensed to practice in Pennsylvania and Maryland.

PRACTICE AREAS

Banking & Finance Law

Business and Corporate Law

Mergers & Acquisitions

Nonprofits and Charitable Organizations

Real Estate

Real Estate & Land Use Law

OFFICES

Kennett Square, PA

West Chester, PA

ADMISSIONS

  • Pennsylvania
  • Maryland

EDUCATION

  • University of Maryland School of Law
  • Loyola University of Maryland, B.A. in Political Science

ARTICLES

New Guidelines on Payroll Protection Plan (PPP) Loan Forgiveness

SBA Loans Deferments

IN THE NEWS

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AWARDS

Matthew C. Cooper

December 18, 2020 by Hoppel Design

Matthew C. Cooper

Partner – Business and Corporate Law

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Businesses and business owners in the Mid-Atlantic, particularly Southeastern Pennsylvania, turn to Matthew Cooper for his extensive experience in all aspects of the corporate business life cycle including entity formation, commercial lending, mergers and acquisitions and private securities offerings.

Matthew’s clients range from newly-minted startups to third-generation family businesses to middle market corporations. Many of Matthew’s clients reside in the agricultural/mushroom, food and beverage, financial services and landscaping industries; however, his practice is industry agnostic. For many of his clients, Matthew acts as their go-to outside counsel, anticipating their business’ needs and being there for 24/7 advice and counsel. Clients remark on his responsiveness, accessibility, attention to detail and remarkable “let’s get to yes” energy.

Matthew is a transactional attorney laser-focused on getting deals closed on the terms and timing that his clients want. Whether buy-side or sell-side, Matthew is a trusted advisor for much of the middle market mergers and acquisitions happening in Southeastern Pennsylvania. He is one of only a handful of attorneys in Chester County experienced in handling private placements. Thus, when businesses seek to raise capital and fundraise, they turn to Matt for this specialized expertise knowing that he can turn a letter of intent into a successful fundraise on timelines that clients need.

According to clients, working with Matt is a rewarding experience. Beyond his deep understanding of business law, what separates him from other business attorneys is his commitment to understand each client’s business and industry thoroughly including how it operates, makes money and deals with various challenges. With this important perspective, he can best assist clients in reaching their goals and serving as a trusted ally and partner — looking at their business with an eye towards financial success, tax minimization, compliance and limited risk and exposure. He was also named as a 2025 VISTA NextGen Superstar for his contributions and achievements.

Matthew began his career in the Washington, D.C. office of an Am Law 100 firm where he counseled management and boards of directors of private and public companies in navigating legal challenges, while facilitating their compliance with current and future laws and regulations. His experience in Washington, D.C. included the representation of Fortune 500 and private equity companies with SEC disclosure and financial reporting rules and best practices, corporate governance, commercial lending, fund formation and capital-raising/strategic transactions.

A summa cum laude graduate of Virginia Tech, Matthew was a member of Phi Beta Kappa, the nation’s oldest academic honor society, and Omicron Delta Kappa, the national leadership society. He earned his J.D. from William & Mary Law School where he served on the William & Mary Business Law Review and as a member of the school’s Alternative Dispute Resolution Team.

Notable Representations

Mergers & Acquisitions

  • Represented, as securities counsel, NYSE-listed client in its $2.7 billion sale (cash and stock consideration) to another NYSE-listed company; securities registered on Form S-4.
  • Represented NYSE-listed and Fortune 100 client in its $62 million purchase of an equity ownership percentage in a leading media streaming company.
  • Represented environmental consulting/remediation Seller in $48 million sale of equity (cash and rollover equity consideration) to private equity firm (F-Reorganization).
  • Represented Seller in $42.5 million asset sale of industry leader’s pool/spa products and chemicals business.
  • Represented Seller in $18 million sale of leading automotive finance and insurance development company.

Business/Commercial Lending Transactions

  • Represented bank in their $10.25 million asset-based loan secured by three separate state mortgages to finance the construction and installation of a geothermal energy facility.
  • Represented local mushroom company in $7.5 million convertible loan to essential peat/spawn industry supplier.
  • Represented, as securities counsel, OTC-listed client in their Chapter 11 bankruptcy and accompanying $6.7 million asset sale and winding-down process.
  • Represented OTC-listed client in a restructuring transaction providing for the satisfaction and extinguishment of debt obligations under an existing Credit Agreement and providing for the issuance of $3 million in new capital.

Securities & Private Placements

  • Represented NASDAQ-listed client, as lead counsel to the issuer, in its $375 million Rule 144A/Regulation S offering of senior notes and related guarantees from certain subsidiaries.
  • Represented 501(c)(3) corporation in its borrowing of $163 million in sustainability bonds to fundraise the construction, development, and implementation of new and existing structural improvements to one of the country’s premier horticultural display gardens.
  • Represented OTC-listed client in obtaining $20 million equity line of credit with securities registered on Form S-1.
  • Represented private fund client in its $25 million offering of subscription units for fund’s targeted investments in one of the U.S. Treasury Department’s Qualified Opportunity Zones with a focus on start-up businesses in the internet infrastructure, cellular coverage, and green technology spaces.
  • Represented Chester County distillery in $1.5 million private placement of securities to accredited investors.
  • Represented Chester County distillery in its $1.2 million private placement offering of securities under Regulation Crowdfunding.
  • Represented Philadelphia-based coffee roastery in $2 million private placement of securities to accredited and non-accredited investors; preparation of Private Placement Memorandum.

Community Involvement

  • West Chester Public Library, Board of Trustees
  • Greater West Chester Chamber of Commerce, Ambassador Committee, Member
  • Southern Chester County Chamber of Commerce, Community & Government Relations Committee, Member

PRACTICE AREAS

Banking & Finance Law

Business and Corporate Law

Mergers & Acquisitions

OFFICES

West Chester, PA

ADMISSIONS

  • Pennsylvania
  • Maryland
  • Washington, D.C.

EDUCATION

  • William & Mary Law School (J.D.)
  • Virginia Polytechnic Institute and State University (B.A., summa cum laude, Political Science)

ARTICLES

“Just Venmo Me” – The IRS

Lessons in Liquidated Damages

Welcome to the New Decade: Decennial Reports Due for Pennsylvania Business Entities

IN THE NEWS

Why I Work at MacElree Harvey Employee Spotlight – Matthew Cooper 

Enterprise Liability – Coming Soon to a Pennsylvania Company Near You?

AWARDS

Andrew R. Silverman

February 6, 2015 by Hoppel Design

Andrew R. Silverman

Partner – Business and Corporate Law

“Andrew Silverman provided straightforward, professional legal advice, allowing me to resolve, efficiently and confidently, an otherwise unsettling contractual matter.” – Client Review from AVVO

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Andrew Silverman is an attorney in the firm’s Business Department. Andrew’s practice focuses on providing advice to both principals and stakeholders of Delaware and Pennsylvania business entities concerning mergers and acquisitions, business divorce and inter-company conflicts, complex corporate governance and financing matters, intellectual property, and commercial agreements.

Andrew is a graduate of the University of Pittsburgh and Widener University School of Law. In addition to practicing law, Andrew is on the board of the World Trade Center Delaware, whose mission is to assist Delaware entities and those who seek to do business in Delaware with international commerce. Prior to his work with MacElree Harvey, Andrew was an attorney at a national litigation boutique where he specialized in business, commercial, and tort litigation in Delaware.

Notable Representations

Mergers and Acquisitions

  • Represented client in food hygiene industry with respect to multi-million dollar strategic co-investment into industry partner; successfully negotiated board seats and joint venture agreement.
  • Counseled biotech seller in the sale of membership interest, including successful negotiation of earn-out and transfer pricing.
  • Represented technology firm and stockholders’ representative in the sale of stock to publicly-traded company in exchange for cash consideration and restricted stock in purchaser entity; in addition, negotiated favorable executive compensation and earn-out protections on behalf of stockholders.
  • Counseled limited partnership with respect to conversion to limited liability company; successfully resolved complex governance matters with limited partners.

Start-Ups and Growth

  • Counseled real estate joint venture with respect to the formation, organization, and successful series A offering.
  • Representation of international watch retailer concerning the successful disposition of e-commerce and manufacturing agreements.
  • Represented technology company staged for public offering regarding complex governance structure and restricted stock plan.

Business Divorce

  • Successful prosecution and resolution of declaratory action under 8 Del. C. § 225 in the Delaware Court of Chancery to avoid a takeover by minority stockholders.
  • Prosecuted stockholder oppression action against controlling stockholder of a Pennsylvania corporation to a negotiated settlement that resulted in client’s ownership of the company’s intellectual property in addition to cash consideration.
  • Successful representation of a client in Delaware Court of Chancery regarding business divorce and breach of limited liability company agreement.
  • Counseled member of 50/50 Delaware limited liability company concerning business divorce and buy-out matter, resulting in favorable buy-out terms and avoidance of litigation.
  • Successful representation of minority stockholder in Pennsylvania corporation with respect to the redemption of minority stockholder’s interest on favorable terms.

Memberships

  • Pennsylvania Bar Association
  • Chester County Bar Association
  • Delaware State Bar Association
  • World Trade Center Delaware, Board of Directors
  • Main Line Chamber of Commerce
  • Western Chester County Chamber of Commerce
  • John E. Stively, Jr. American Inn of Court

PRACTICE AREAS

Business and Corporate Law

Corporate Compliance and Internal Investigations

Corporate Governance, Regulatory and Compliance (Self-Insured Corporate Defense)

Employment Law

Mergers & Acquisitions

Nonprofits and Charitable Organizations

Tax Law

OFFICES

Centreville, DE

West Chester, PA

ADMISSIONS

  • Delaware
  • Pennsylvania

EDUCATION

  • University of Pittsburgh, B.A. in Political Science.
  • Widener University School of Law
  • Villanova Law School, LL.M, Tax Law

ARTICLES

A Primer on Using Forbearance Agreements During the COVID-19 Pandemic

Taxation of Foreign Investment in Delaware Entities

Taxation of Foreign Investment in Delaware Entities

How to Form a Delaware Corporation

Stockholder Agreements in Delaware Corporations

IN THE NEWS

Attorney Interview: Andrew R. Silverman

MacElree Harvey Represents Multi-National Corporation in Closing of $438 Million Credit Facility

15 MacElree Harvey Attorneys Named to Prestigious 2020 Super Lawyers/Rising Stars List

Taxation of Foreign Investment in Delaware Entities

Taxation of Foreign Investment in Delaware Entities

How to Form a Delaware Corporation

Stockholder Agreements in Delaware Corporations

AWARDS

  • 2021 Readers Choice Best Corporate Lawyer Daily Local
  • 2022 Delaware Today Top Lawyers – Business Law

Harry J. DiDonato

February 5, 2015 by Hoppel Design

Harry J. DiDonato

Partner – Business, Real Estate, and Tax Law

With elite business knowledge and foresight, Harry embraces the opportunity to be a problem solver and enjoys finding common sense solutions to complex legal and business problems.

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Harry is an experienced transactional attorney and business advisor who works to guide clients through a myriad of legal and business issues. He focuses on solving the business needs of startups as well as more mature companies. As a business owner, Harry understands firsthand the obstacles and opportunities that many small businesses face. His innovative perspective, experience, and aptitude make him a strong business partner and advocate.

Areas of Concentration
Harry has over 25 years of legal experience counseling individuals, small businesses and middle market companies regarding all aspects of general business and corporate matters, real estate transactions, business sales and succession, and tax planning. His representation often starts with advising on the formation and structure of the entity, continues with representing his clients in issues facing small to mid-market companies including contracts, employment matters, financing, and tax matters and ultimately assisting his clients in preparation for and consummation of a liquidity event, whether an equity sale, asset sale, merger or otherwise.

Harry has successfully led interdisciplinary teams of attorneys at MacElree to structure, document and negotiate numerous mergers and acquisitions. He tends to focus on the “big picture” for his clients while also minding the details. His clients include buyers, sellers, investors, strategic partners, and financial advisors.

In addition to serving as general outside counsel for many companies across various industries, Harry devotes a significant portion of his practice to real estate matters from an acquisition, coordination of entitlement process, documentation, construction, sale, lease-up, management, and financing. He has handled a variety of real estate transactions for owners, developers, contractors, sellers and purchasers alike. Harry, together with MacElree’s real estate group is a team of professionals that is results orientated and experience in any type of commercial real estate project.

With an LL.M in taxation, Harry works closely with his clients to advise on estate and planning opportunities, including business succession planning and transfers of family-owned businesses to the next generation.

Harry has an AV Preeminent Rating in Martindale Hubbell Peer Review Ratings, the highest legal ability, and ethical standards rating. Harry has been consistently selected to the Pennsylvania Super Lawyers list published by Philadelphia Magazine and Law and Politics Magazine. Only five percent of lawyers in Pennsylvania are recognized on this annual list, which is based upon a multi-phase rating process of peer nominations and evaluations, combined with third-party research.

Out of the Office
When not in the office Harry can be found spending time “at the shore” with his wife and three children, on the golf course at Chester Valley Golf Club, or running on a local trail. Harry is a passionate, and only sometimes obnoxious, fan of the Notre Dame Fighting Irish.

Notable Representations

  • Counsel to a high-end service company in a $15 million sale to a private equity firm.
  • Lead attorney in a $23 million acquisition of a manufacturing division of a publically traded company.
  • Counsel to real estate company in the purchase and finance of a $12.5 million dollar real estate portfolio.
  • Assisted mushroom industry leader in securing financing for state of the art mushroom facility.
  • Buyers Counsel in a $35M acquisition of a division of a publically traded company.
  • Buyer’s counsel in the acquisition, rezoning, and development of 78-acre brownfields site.
  • Seller’s counsel in $11M sale of a closely held business.
  • Counsel to a multi-national industrial company with the acquisition of a division of a publicly held company.
  • Represented a regional developer in the acquisition, financing, rezoning, and development of 78-acre brownfield site.
  • Counsel to a professional firm in recapitalization, restructuring, and preparation of complex Partnership Agreement.
  • Negotiated a $56M acquisition for a seller in which seller became a minority owner in the acquirer.
  • Advised a family business with business and real estate succession, reorganization, financing and estate and tax planning.
  • Acting as outside general counsel to a 400 employee distribution and service company.
  • Represented a mid-market business in the acquisition of a strategic competitor.
  • Worked with a manufacturer/distributor in a national roll-up of like companies to create a nationwide manufacturing and distribution chain of companies.
  • Counsel to many start-up companies assisting with the formation, planning, financing, and partnership/shareholder agreements.
  • Lead US counsel to a privately held acquirer in a multi-national $105 million acquisition.

Memberships

  • Chester County Bar Association
  • Pennsylvania Bar Association
  • Chester County Chamber of Business & Industry
  • Main Line Chamber of Commerce
  • Greater West Chester Chamber of Commerce

Community Involvement

  • Devon Preparatory School, Board of Trustees
  • Chester Valley Golf Club, Past President (2012-2014)
  • Youth basketball coach

Speaking Engagements

  • Lectures frequently on business, real estate and tax topics to a variety of local audiences.

PRACTICE AREAS

Business and Corporate Law

Mergers & Acquisitions

Nonprofits and Charitable Organizations

Real Estate

Tax Law

OFFICES

West Chester, PA

ADMISSIONS

  • Pennsylvania
  • New Jersey
  • United States District Court for Eastern District of Pennsylvania

EDUCATION

  • Villanova University School of Law, J.D. and LL.M.
  • University of Notre Dame, Pre-Professional Studies

ARTICLES

Enterprise Liability – Coming Soon to a Pennsylvania Company Near You?

IN THE NEWS

Attorney Interview: Harry DiDonato

Partner Harry DiDonato Named to Super Lawyer Top 100 in Pennsylvania and Philadelphia Lists 2024

MacElree Harvey Represents Multi-National Corporation in Closing of $438 Million Credit Facility

12 MacElree Harvey Attorneys Named as Best Lawyers® 2023

MacElree Harvey Partners Harry DiDonato and Lindsay Dunn Quoted in The Legal Intelligencer

15 MacElree Harvey Attorneys Named to Prestigious 2020 Super Lawyers/Rising Stars List

AWARDS

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LEGAL SERVICES

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  • Tax Law

ABOUT US

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OFFICES

Centreville, DE

5721 Kennett Pike
Wilmington, DE 19807
302-654-4454
Learn More

Hockessin, DE

724 Yorklyn Rd #100
Hockessin, DE 19707
302-239-3700
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Kennett Square, PA

209 East State Street Road
Kennett Square, PA 19348
610-444-3180
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West Chester, PA

17 West Miner Street
West Chester, PA 19382
610-436-0100
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