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Mary Ann Jackson

Shareholder

Mary Ann Jackson is the chair of Baker Donelson's Corporate Finance and Securities Group.

Featured Experience

Represented a medical device manufacturer in connection with its $200 million sale to a private equity buyer, which included a material equity rollover.

2019

Advised board of life sciences company in up to $77.8 million sale to public company acquirer.

Advised trucking company on sale to ESOP in a leveraged transaction.

Professional Biography

Overview

Ms. Jackson assists clients in achieving their business objectives through financings, mergers and acquisitions, tax planning, contract review and general counseling. In particular, she has extensive experience in forming and structuring business organizations, such as limited liability companies, partnerships and joint ventures, as well as advising clients regarding private securities offerings, shareholder agreements, employment agreements, venture capital fund formation, real estate and other fund formation, confidentiality agreements and general business contracts.

Ms. Jackson also has extensive experience representing clients in acquiring, selling and investing in businesses in a variety of industries, including sales to private equity groups.  She has advised a variety of nonprofit organizations regarding issues of formation, structuring, compliance, joint ventures, for-profit subsidiaries, intermediate sanctions, unrelated business taxable income, lobbying, tax reporting and fundraising.  Her work in the health care field includes the acquisition and formation of physician practices, general counsel representation of physician groups and advising clients on tax exemption issues.

Representative Matters
  • Transactional and Business

  • Represented a medical device manufacturer in connection with its $200 million sale to a private equity buyer, which included a material equity rollover.

  • Advised board of full service investment firm on its merger into a subsidiary of a diversified financial services public company which transaction was valued at $67 million, consisting of cash and stock.

  • Advised board of life sciences company in up to $77.8 million sale to public company acquirer.

  • Advised trucking company on sale to ESOP in a leveraged transaction.

  • Represented franchisor in its purchase of more than 80 franchisees after a change in control.

  • Managed foreign company licensure and permits in multiple states in connection with a purchase of 350 convenience stores.

  • Advised board of technology business on $76 million merger transaction with private equity buyer, including management rollover.

  • Negotiated and drafted real estate joint ventures for hotel, office and multi-family properties, including historic and new market tax credit financings.

  • Advised client on and documented roll-up of assisted living facilities into a limited liability company holding structure.
  • Advised restaurant client on and documented limited liability company structure for restaurant business expansion.
  • Represented registered investment advisors on series limited liability company structure for fund investments.
  • Advised safety product manufacturing client on strategic acquisitions to expand product lines.
  • Formed venture capital funds and negotiated fund terms with investors.
  • Represented venture capital funds with respect to investments in portfolio companies.

  • Advised client on acquisition of service businesses in France, United Kingdom, Switzerland and Canada.
  • Represented franchisor on sale of restaurants to private equity group.
  • Advised client and prepared documentation for sale of closely-held limited partnership to new management. 
  • Negotiated and drafted multi-million dollar supply agreement for telecommunication distribution client.
  • Represented client on acquisition of construction-related businesses, including financially troubled businesses.
  • Represented medical group on acquisition of another medical group.
  • Represented client on acquisition of software and hardware reseller business.
  • Tax

  • Prepared stock appreciation rights plan for various operational divisions of client.
  • Obtained tax exempt status for a nonprofit organization engaged in scientific research and advised client on unrelated business taxable income.
  • Advised client on recapitalization of S corporation and gift of 99% of S corporation stock to religious-based donor advised fund.
  • Advised client on gift of limited partnership interests to a community foundation.
  • Provided tax exemption and private use advice with respect to various tax exempt bond issuances.
  • Obtained tax exempt status for a university supporting organization engaged in developing a research park and advised client with respect to unrelated business taxable income.

  • General counsel representation of 501(c)(3) faculty practice plan.
  • Advised client on equity and equity-like compensation in context of a limited liability company business.
Professional Honors & Activities
  • Listed in The Best Lawyers in America® since 2010 in the areas of Corporate Law, Tax Law and Business Organizations; since 2016 in the area of Non-Profit/Charities Law; since 2017 in the area of Corporate Governance Law; since 2018 in the area of Mergers and Acquisitions Law; Venture Capital Law (2020) 
  • Named the Best Lawyers' 2020 Memphis Tax Law "Lawyer of the Year"
  • Named the Best Lawyers' 2016 Memphis Business Organizations "Lawyer of the Year"
  • Listed in Mid-South Super Lawyers (2011, 2012)
  • Honoree – Memphis Business Journal 2015 Class of Super Women in Business
  • Member – Tax Law Section Executive Council of the Tennessee Bar Association
  • Member – American Health Lawyers Association
  • Member – Arkansas, Tennessee, Memphis and American Bar Associations
  • Treasurer – Health Law Section of the Memphis Bar Association (2012 – 2015)
  • Member – Association of Women Attorneys
  • Board of Directors – United Way of the Mid-South 
  • Clerk – The Honorable Robert Brown, Arkansas Supreme Court
Speaking Engagements
  • "LLCs From Start to Finish," National Business Institute (September 2016)
  • "Developer Track: Hotel & Restaurant Development," Tennessee Hospitality & Tourism Law Symposium, Nashville, Tennessee (July 2016)
  • "Challenging Provisions of the Tennessee Revised Limited Liability Company Act," Tennessee Bar Association seminar (May 2013)
  • "Tax Exempt Organizations From Start to Finish," National Business Institute (June 2012)

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