MacElree Harvey, Ltd.

Initiative in Practice

Mergers & Acquisitions

Mary Kay Gaver

by

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.

Email Mary Kay Gaver
Photo of the attorney listed on this page.

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

OFFICES

ADMISSIONS

  • Pennsylvania
  • Maryland

EDUCATION

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

ARTICLES

IN THE NEWS

Matthew C. Cooper

by

Matthew C. Cooper

Associate – Business and Corporate Law

Email Matthew C. Cooper
Photo of the attorney listed on this page.


Matthew Cooper is an associate attorney in MacElree Harvey’s Business Department. Matthew counsels business entities ranging from startup companies to middle market corporations through all stages of the business life cycle. His practice includes assisting corporate clients with a variety of business and legal issues such as entity formation, commercial transactions, business reorganizations and private financings. Matthew also represents lending institutions and borrowers in secured and unsecured commercial lending transactions, including asset-based financings and mortgage loans, from the preparation of initial loan documentation to loan restructurings and modifications.

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. He is a seasoned adviser on SEC disclosure and financial reporting rules and best practices for public companies, corporate governance, commercial lending, fund formation and capital-raising/strategic transactions.

Matthew graduated summa cum laude from Virginia Tech with his B.A. in Political Science. During his time at Virginia Tech, he was a member of Phi Beta Kappa, the nation’s oldest academic honor society, and Omicron Delta Kappa, the national leadership society. Matthew 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 Seller in $18 million sale of leading automotive finance and insurance development company.
  • Represented Seller in $42.5 million asset sale of industry leader’s pool/spa products and chemicals business.

Business/Commercial Lending Transactions

  • 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.
  • Represented bank in their secured $1.5 million capital call line of credit to a private fund.
  • 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.

Securities

  • 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 $16 million offering of membership interests for the development, construction and operation of a residential real estate project in Denver, Colorado.
  • Represented private fund client in its $13 million offering of membership interests for the development, construction and operation of a mixed-use real estate project near Charlotte, North Carolina through the EB-5 program.
  • Represented private fund client in its $20 million offering of subscription units for fund’s strategic investments in multi-family rental homes located throughout Southern California through the EB-5 program.
  • 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.

Memberships

  • Pennsylvania Bar Association
  • Maryland Bar Association
  • District of Columbia Bar Association
  • American Bar Association
  • Chester County Bar Association

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

Videos

Matthew Cooper Talks Community Involvement
Life Outside of the Law with Matthew Cooper
Matthew Cooper’s Proudest Moment as an Attorney

PRACTICE AREAS

OFFICES

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

IN THE NEWS

AWARDS

Andrew R. Silverman

by

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

Email Andrew R. Silverman
Download vCard
Photo of the attorney listed on this page.

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

OFFICES

ADMISSIONS

  • Delaware
  • Pennsylvania

EDUCATION

  • University of Pittsburgh, B.A. in Political Science.
  • Widener University School of Law
  • Villanova Law School, LLM, expected 2024

ARTICLES

IN THE NEWS

AWARDS

Rising Stars 2019
Andrew R. Silverman Rising Star 2018
Top-Lawyer-2019-MLT
Top Lawyers 2018-MLT
MLT-Top-Lawyer-logo 2017

Harry J. DiDonato

by

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.

Email Harry J. DiDonato
Download vCard
Photo of the attorney listed on this page.

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.

Videos

Why Did You Choose Your Practice Area?
Business Succession Planning
What I Like About Being a Lawyer
About Business Litigation Group
What I Do Outside of Work

PRACTICE AREAS

OFFICES

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

IN THE NEWS

AWARDS

LEGAL SERVICES

ABOUT US

NEWS & INSIGHTS

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
Learn More

Kennett Square, PA

209 East State Street Road
Kennett Square, PA 19348
610-444-3180
Learn More

West Chester, PA

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