Max R. Masinter, Esq.
Practice Focus
Max Masinter is a valued resource and go-to outside general counsel for the full range of businesses in the Mid-Atlantic region and beyond. He has worked with the most promising entrepreneurs and established industry leaders providing not just the breadth and depth of legal experience, but a dedication to serving his clients’ needs. Max has been an attorney at law firms of all sizes, including one of the largest international law firms in the world, and brings the sophistication of “Big-law” to every problem, while providing his services with the efficiency and cost-conscious ethos of “Small-law” practice.
Max focuses on quarterbacking complex transactional matters that often prove crucial to a company’s growth, evolution or exit strategy, and his legal experience includes handling general corporate and contract matters, M&A deals, finance and fundraising transactions, real estate, and the full array of business disputes and challenges a corporate client might face. At GPS Law Group, Max contributes his expertise to the firm’s healthcare practice clients to navigate their unique regulatory challenges.
Professional Experience
Commercial Contracts: master services agreements, work for hire agreements, independent contractor agreements, clinical trial consents, master research agreements, collaboration agreements, standard terms and conditions, website development agreements, supply agreements, stock appreciate rights agreements.
Mergers and Acquisitions: private sell-side and buy-side divisional sales, asset purchases, mergers, stock purchases, equity purchases, etc. Deal work typically involves the entire lifecycle of a deal including non-disclosure agreements, term sheets, purchase agreements, and ancillary agreements (escrow agreements, transition services agreements, indemnification agreements, etc.). Extensive experience conducting buy side due diligence and responding to due diligence requests and preparing disclosure schedules.
Finance and Capital Markets: Represented clients in various financing transactions including credit facilities, note purchase agreements and senior preferred stock offerings for venture capital and private equity deals. Assist clients with exemptions from securities registration typically under Reg. D of the Securities Act of 1933 (504 and 506 offerings) and related blue-sky issues.
Maryland Corporate Law: Advised Maryland based public companies on opting into the Maryland Unsolicited Takeover Act and on proxy access issues and responses to proxy proposals. Advise officers, boards of directors, general partners, and managers on fiduciary duty questions.
Entity Governance: Negotiating and structuring ownership relationships and corporate governance including operating agreements, shareholder agreements, articles of incorporation, certificates of designation, bylaws, committee charters, conflict of interest policies, option plans, etc.
Tax Exempt Organizations: Extensive work with forming and advising tax exempt organizations including forming 501(c)(3) and 501(c)(4) entities, on exempt purpose, UBIT, fundraising compliance guidance, lobbying compliance, and governance issues.
Real Estate: acquisitions, leasing, use and zoning issues, and tax planning through exemptions from recordation and transfer tax.
Community Involvement
- Member of the Maryland State Bar Association
- Chairperson of the MSBA Business Law Section, Committee on Unincorporated Business Association
- Testified on behalf of the Maryland State Bar Association regarding proposed changes to the Maryland LLC Act
Education
GEORGETOWN UNIVERSITY LAW CENTER, Juris Doctor, 2007
YESHIVA COLLEGE OF THE NATION’S CAPITAL, BA 2003
Representative Transactions
“Max is a great legal and business advisor and helped our management team navigate strategic corporate decisions. I would highly recommend working with Max as a great business attorney who has the highest level of professionalism, and works efficiently to achieve cost-effective results.”
–Dan Dawes, Chief Executive Officer Response Labs, Inc.
“Nick Giampetro and Max Masinter from the GPS Law Group provide outstanding and timely legal counsel to our independent physician group. We highly recommend their services.”
–Howard L. Siegel, M.D., President Greater Baltimore Pathology Associates
