Edward D. Kutchin, Esq.Partner
    Contact

    EKutchin@bmklegal.com

    Phone: (617) 557-3030
    Fax: (617) 557-2939

    44 School Street
    Boston, Massachusetts 02108

    Education

    Education

    • LL.M., Taxation, Boston University School of Law, 1981
    • J.D., New England School of Law, 1978
    • B.A., Muhlenberg College, 1975
    Admissions

    Admissions

    • Massachusetts
    • United States Court of Appeals, First Circuit
    • United States Court of Appeals, Third Circuit
    • United States District Court, Massachusetts
    • United States Court of Claims
    • United States Tax Court

    Edward D. Kutchin joined Berluti McLaughlin & Kutchin in 2011 as a founding partner. Mr. Kutchin’s diverse practice focuses primarily in the areas of corporate transactions, complex business litigation, and commercial finance. Prior to joining the firm, he was a founding partner of Kutchin & Rufo, P.C., a small sophisticated firm that specialized in corporate law, complex commercial litigation, commercial finance, and real estate law. He practiced for over 23 years with Kutchin & Rufo, P.C.

    Mr. Kutchin has considerable experience representing a broad range of privately held and publicly held companies in various industries on corporate formation and operation, securities offerings, sales and acquisitions, corporation finance, complex commercial transactions, and strategic business planning. His experience includes counseling companies from start-up through acquisition on matters, including financing, licensing and technology transfers, strategic alliances, equity compensation, corporate governance, and real estate transactions.

    Drawing on his background as a corporate attorney, Mr. Kutchin’s practice also involves the litigation of a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, real estate-related disputes, and employment matters for clients across a diverse spectrum of industries.

    Representative Engagements

    Business Litigation

    • Appeared before the Third Circuit Court of Appeals and obtained affirmation of a lower court summary judgment ruling in favor of a New York registered investment adviser and its senior officers and directors against SEC Rule 10b-5, Exchange Act Section 20(a) control person liability, negligent supervision, and breach of fiduciary duty claims.
    • Obtained an injunction in the US District Court for the District of Massachusetts requiring the escrowing of $1.7 million for two former directors of an India-based subsidiary of a Massachusetts corporation for indemnification against potential personal liability for corporate tax obligations in India.
    • Successfully obtained summary judgment in Massachusetts Superior Court in favor of a dental practice client for claims brought by a former employee for racial discrimination, intentional infliction of emotional distress, and intentional interference with advantageous business relations.
    • Successfully obtained dismissal, on personal jurisdiction grounds, of all trademark infringement and related claims brought in the US District Court for the Northern District of Iowa against a Massachusetts-based consumer products company.
    • Representation of a private equity firm and the senior officers and directors of one of its portfolio companies in the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware in defending allegations of breach of fiduciary duties, corporate waste, and fraudulent transfer.
    • Representation of an office products company in litigation in Michigan State Court alleging breach of contract and violation of the uniform fraudulent conveyance act.
    • Representation of a senior officer in an action brought by National Amusements, Inc. in the US District Court for the District of Massachusetts alleging fraud, breach of fiduciary duty, Civil RICO, and civil conspiracy allegations.
    • Representation of a publicly held corporation in a claim for breach of real estate lease brought in the US District Court for the District of New Hampshire.
    • Representation of a private equity firm in a contract dispute action brought in the Delaware Superior Court alleging fraudulent misrepresentation and civil conspiracy to defraud.
    • Representation of publicly held corporations in corporate governance matters, equity and debt financings, disclosure matters, stock exchange listing standards, and securities compliance matters.
    • Representation of corporations and executives in employment matters, including the negotiation of executive employment agreements, non-competition agreements, and the resolution of employment disputes, including the enforcement of non-competition agreements.
    • Representation of public and private corporations, including portfolio companies of private equity funds, in a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, and employment matters.

    Mergers and Acquisitions

    Representation of public and private corporations, including portfolio companies of private equity firms, in a wide range of mergers, acquisitions, and dispositions, including:

    • Represented sister portfolio companies in simultaneous asset sale to two different purchasers involving an aggregate sale price of over $32 million.
    • Represented a public corporation in a “private placement of public equity” (PIPE) transaction involving the sale of both convertible subordinated promissory notes and accompanying warrants and Series A preferred stock and accompanying warrants in an aggregate subscription amount in excess of $9 million.
    • Represented a public corporation in the purchase of two subsidiaries in a cash transaction valued in excess of $20 million.
    • Represented a regional wholesaler in the sale of his family business to a strategic purchaser in an asset acquisition on a cash free, debt-free basis for a purchase price of $15 million.
    • Represented a public corporation in the sale/leaseback of its corporate offices and a large manufacturing facility in a transaction valued in excess of $15 million.
    • Represented an architectural, engineering, and construction management firm in the $15 million stock sale of its entire business.
    • Represented the purchaser in a multi-million-dollar acquisition of a Mercedes-Benz automobile dealership.
    • Represented numerous start-up entities in the negotiation and placement of equity securities.
    • Represented Uno Restaurant Holdings Corporation in the sale/leaseback of three restaurant locations in a transaction valued in excess of $8 million.
    • Represented a publicly held corporation in connection with its acquisition by a Hang Seng listed corporation.
    • Represented a corporation in the formation of a multinational joint venture with a large DAX 30 listed corporation
    • Represented a private equity fund in a share exchange of a portfolio entity, effecting a partial management buyout.

    Corporate Finance

    Representing numerous lenders and borrowers in multi-million dollar secured and unsecured loan facilities, including:

    • Represented health care industry portfolio company of private equity fund in a $22-million credit facility
    • Representation of senior lenders in connection with numerous asset-backed and real-estate-backed lending facilities and with structured acquisition financing
    • Represented private equity firm in connection with a $10 million line of credit
    • Represented lender in connection with multimillion-dollar hotel construction financing
    • Represented strategic acquirer in connection with a loan convertible into equity of target corporation
    • Represented automobile dealer in multi-million-dollar floor financing

    Distinctions and Significant Matters

    • Selected as one of Boston’s Top Rated AV Preeminent Rated™ Lawyers each year from 2006 through 2016
    • Selected as a “CJP Superstar” by Combined Jewish Philanthropies of Greater Boston, Inc. (CJP) in recognition of his leadership as the co-chair of the reimagined Lawyers and Accountants Reception in 2015
    • Awarded an “AV” rating by Martindale-Hubbell, the highest accolade from a select group of attorneys who have been recognized by their peers for both legal expertise and high ethical standards
    • Included in the Who’s Who Registry, Platinum Edition, Who’s Who of Emerging Leaders in America, Who’s Who in American Law, Who’s Who in America, Outstanding Young Men of America, and Who’s Who Among Young American Professionals
    • Massachusetts Super Lawyer for 2006
    • Mr. Kutchin served on the editorial board of the New England Journal of Prison Law in law school.

    Memberships, Affiliations, and Personal Interests

    • American Bar Association
    • Massachusetts Bar Association
    • Boston Bar Association
    • Community Service: Trustee – Massachusetts Eye and Ear Infirmary; Co-Chairman – Muhlenberg College New England Area Regional Alumni Association; Member – CJP Israel and Overseas Commission, Co-Chair – Lawyers and Accountants Annual Reception (2015) – Combined Jewish Philanthropies