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Deborah A. Hays

Debbie serves as Chair of the firm’s Business Counseling Group and has more than 30 years of experience representing companies and financial institutions in complex business transactions, including business financing, securities offerings and compliance, director advisory services, mergers and acquisitions, and technology transfer and licensing. Debbie’s clients range from small, local businesses to large international corporations (both privately-held and public), as well as start-up and development stage enterprises. Debbie has served as Chair of Archer’s Board of Director’s since October 2019.

Debbie provides her business clients with general representation in areas such as entity formation, risk management/mitigation, corporate governance, and corporate reorganizations and dissolution. With a strong financing background, Debbie’s experience encompasses a broad array of  transactions, both debt and equity, including public offerings, private placements, institutional lending (on behalf of both lenders and borrowers), venture capital, asset securitizations, and sale/leaseback transactions. These financings have included numerous transactions with a size of $100 million or more.

In the area of mergers and acquisitions, Debbie regularly represents companies, owners, buyers, sellers and executives in transactions such as asset purchases, stock purchases, joint ventures and strategic alliances. Her experience includes transactions involving public companies, private equity firms, financially distressed sellers, intellectual property assets, Hart-Scott-Rodino antitrust compliance, assets located outside of the United States, and complex licensing and regulatory issues. She has particular expertise with M&A transactions in the home health care, automobile dealership, vehicle fleet management, and consumer products industries.

Debbie assists clients across diverse industries with contract preparation, review and negotiation. The types of contracts include procurement, vendor, professional services, supply, licensing and distribution agreements, as well as trade secret, confidentiality, non-solicitation and non-disclosure agreements intended to protect proprietary business information and relationships. Debbie is also a member of Archer’s COVID-19 Task Force and represents clients in various industries with respect to government disaster loan programs, including the Paycheck Protection Program and Economic Injury Disaster Loans.

A significant portion of Debbie’s practice is dedicated to the securities law and director counseling/advisory services areas. She represents issuers in initial and secondary public offerings, and represents issuers and investors in numerous private placements of securities. She has counseled public companies, boards of directors of public companies, and individual directors and officers of public companies on myriad issues involving compliance with the requirements of various federal and state securities laws.

Representative Experience

  • Representation of prominent national home health care provider in acquisitions of home health care agencies, both publicly and privately owned, throughout the United States.
  • Representation of one of the largest privately-held vehicle fleet management services company in the world in asset-backed securitization transactions in the United States, Canada and Mexico having an aggregate value in excess of $2 billion.
  • Representation of prominent independent petroleum refiner/supplier with respect to drafting and negotiation of risk management, indemnification and dispute resolution provisions in various vendor contracts.
  • Representation of numerous clients, including software developers, Internet service providers, equipment and product manufacturers and health care providers, with respect to the preparation and negotiation of technology transfer, development, support, maintenance, and licensing agreements.
  • Representation of prominent national home health care provider in negotiation of agreements related to procurement, financing and implementation of national VoIP system.
  • Representation of leading provider of household cleaning products in sale of assets to private equity firm.
  • Representation of one of the largest privately-held vehicle fleet management services company in the world in connection with the acquisition of a UK-based fleet management services provider.
  • Representation of one of the largest privately-held vehicle fleet management services company in the world in connection with the acquisition of a family of companies engaged in the full-line work truck upfitting business.
  • Representation of large family-owned automobile dealership company in connection with acquisition and disposition of various franchise locations, negotiation of manufacture floor plan financing facilities and implementation of senior unsecured credit facilities with various institutional lenders.
  • Representation of lenders and borrowers in secured lending and bank financing transactions – including asset based lending, letters of credit, banker’s acceptances and syndicated facilities.
  • Representation of social media company focused on providing a safe online social network infrastructure for children between the ages of 8 and 13 with $30 million private equity raise.
  • Advise privately-held companies with respect to obtaining and maintained WBE and MBE certification (both federal and state).
  • Advise bank organizers with respect to compliance and capital-raising issues related to the formation of de novo New Jersey state-chartered banks.
  • Routinely advise boards of directors, board committees (including audit committees) and individual directors on director fiduciary duties, obligations and liabilities, corporate governance and compliance programs, conflict of interest issues, and obligations relating to specific transactions, including related party transactions.

Professional and Community Involvement

  • Member, American Bar Association
  • Member, New Jersey Bar Association, Business Law Section
  • Member, Camden County (NJ) Bar Association
  • General Counsel,  Board of Directors of the Chamber of Commerce of Southern New Jersey
  • Member, Board of Directors of the Chamber of Commerce of Southern New Jersey
  • Chair of the Board of Trustees, The Wetlands Institute, Inc. (Stone Harbor, NJ)
  • Member, Board of Directors and Chair of the Leadership Development Committee, American Heart Association, Southern and Central New Jersey Division
  • Member, Executive Committee for American Heart Association Go Red for Women Southern NJ Luncheon

Awards and Recognition

  • Named to NJBIZ Law Power 50 List (2019, 2020)
  • Named to the Super Lawyers List for Business/Corporate Law (2005-2007, 2013-2014, 2018-2019)
  • Named “Top Attorney” by SJ Magazine for Computer Law (2007 – 2014) and Corporate Law (2017-2019)
  • Named “Awesome Attorney” for Business Law by South Jersey Magazine (2010, 2011, 2014, 2017)
  • SJ Magazine’s Business Excellence Award (2017)
  • Named “Woman of the Year” by Jersey Man Magazine (2015)
  • Named as “Best Attorney in Business” by South Jersey Biz Magazine (2014)
  • Named as “Woman to Watch” by South Jersey Biz Magazine (2013)
  • Named as “Woman of Distinction” by Philadelphia Business Journal (2012)
  • SmartCEO Legal Elite (2011)
  • Named one of New Jersey’s Best 50 Women in Business by NJBIZ Magazine (2009)

 

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