Philip D. Amoa | McCarter & English, LLP

Philip is known for finding workable legal and business solutions as well as his willingness to tackle complex questions and work diligently with clients to reach desired outcomes.

Philip Amoa is a multifaceted corporate lawyer representing emerging-growth and middle-market companies, including their boards of directors, management, and the investors that govern, operate, and transact with them. Clients benefit from a combination of his sophisticated Delaware corporate law knowledge, his service on the board of an institutional investor, and his experience running his own technology-based company.

Philip is instrumental in all stages of a company’s lifecycle, ranging from startup to growth to maturity. He has developed a unique set of international and domestic clients in a broad range of industries, including manufacturing, technology, financial, and business service companies. He focuses on mergers and acquisitions, corporate venture capital, private equity, Delaware corporate and alternative entity law, and commercial matters.

In the venture capital arena, Philip is known by his tech, life sciences, and e-sports clients to handle a variety of matters, including capital raising through debt and equity financings, day-to-day commercial matters, and strategic transactions. With prior experience creating and running a technology-based company, he brings a deep understanding of both business and legal considerations to clients in these arenas. He also represents clients in other high-growth sectors, including adtech, artificial intelligence, biotech, consumer, cryptocurrency, digital media, e-commerce, energy, food and beverage, Internet of Things, fintech/financial services, and software.

Philip is the founding member of the firm’s Delaware Corporate, LLC & Partnership Law group. He assists Delaware corporations, LLCs, and partnerships and the issues implicated by those that govern and transact with them, including boards, management, private equity, and investment management firms. He has extensive experience in organizing and structuring Delaware corporations, statutory trusts, limited partnerships, and LLCs, including Series LLCs. He provides clients with critical guidance on governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, and special committee investigations. Through his experience serving on the board of an institutional investor, Philip also brings valuable insights on fundraising market issues and sensitivities for investors making limited partnership investments in private equity firms.

Philip often contributes insights on strategic decision-making in commercial arrangements and litigation to leading publications. He has served on drafting committees for the Council of the Corporation Law Section of the Delaware State Bar Association and is co-author of Bloomberg BNA’s Corporate Practice Portfolio Series on Limited Partnerships. He is also the author of Practical Law Company’s primary resource on corporate law in Pennsylvania. He is a member of the National Association of Corporate Directors (NACD) and has earned the designation of NACD Governance Fellow.

Philip is the secretary of Delaware BioScience Association, a nonprofit company that serves the bioscience industry in Delaware and the region. Philip served as an independent director of The Board of Pensions of the Presbyterian Church (USA), a faith-based health insurer and $13 billion pension fund. He was the chair of the Governance Committee and served on the Executive, Compensation, Investment, and Legal Committees of the board.

Served as transportation and logistics counsel to Wind Point Partners, a Chicago-based private equity firm, in its corporate carve out of Velocity Rail Solutions, a leading provider of mission-critical locomotive services to the rail industry.

Represented FMC Corporation in signing a definitive agreement for the sale of its Global Specialty Solutions business to Envu for $350 million.

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Represented Transfix, a digital freight management and logistics company, in the sale of its freight brokerage business to strategic buyer NFI Industries. Transfix will now operate as a technology developer and supplier offering its proprietary transportation management system and other logistics software.

Represented a logistics company in the spinout of a portion of its business in Georgia. The transaction was structured as an equity purchase and an asset sale. The company is focused on providing third-party logistics services in the retail, food distribution, and transportation industries.

Represented the interests of a group of directors of a non-profit corporation in connection with thwarting a potential takeover attempt of the corporation’s board by a significant donor/board member. This matter underscores our deep experience in corporate governance, which in turn yielded a favorable outcome for our client.

Represented a national company offering healthcare solutions and tech-enabled services in its continued investment into, and purchase of preferred stock of an early stage technology platform for healthcare providers to access medical data, research, and studies in a digestible format. Our corporate investor client previously invested in the company through a number of simple agreements for future equity (SAFEs) that also converted into preferred stock.

Represented an IT services and consulting company, in connection with an extension of their series seed financing round.

Represented a fintech company in its $15 million SAFE financing.

Represented Boston-based private equity firm Fort Point Capital regarding transportation and regulatory issues in its acquisition of Northern California-based logistics services provider Yandell Truckaway and its affiliates YES! Logistics and SC Warehouses.

Represented Eurofins Discovery on its acquisition of DiscoveryBioMed.

Counseled our venture studio client in connection with the formation of the venture studio model and ultimate “spin-out” and commercialization of a new business concept focused on the development of a recycling process optimization software.

Represented GE Appliances on a transaction with Midwest Sales and Service.

Represented STG Logistics as transportation and logistics counsel in its $711 million acquisition of the Intermodal Division of XPO Logistics.

Represented the managing directors of PFM’s financial advisory business in connection with the closing of U.S. Bank’s acquisition of PFM’s asset management business and the spin-off of PFM’s financial advisory business to an entity owned by the managing directors of the same business. PFM is now a Philadelphia-based firm that focuses on financial advisory and consulting services within the public and non-profit sector.

Represented A&R Logistics, Inc., one of North America’s leading providers of bulk products supply chain services as transportation counsel in its acquisition of RJ’s Transportation, a provider of bulk liquid transportation and other logistics services to the chemical industry. Following A&R’s acquisitions of First Choice Logistics in February 2020, L.T. Harnett in August 2020, and Lucky Trucking in April 2021, for which we also provided transportation counsel, RJ’s is A&R’s fourth acquisition of a bulk products supply chain services provider in the past year.

Represented PFM’s financial advisory business in connection with U.S. Bank’s entry into a definitive agreement to purchase PFM’s asset management business. PFM is a Philadelphia-based firm that focuses on asset management, financial advisory, and consulting services.

Served as transportation counsel for A&R Logistics, Inc., one of North America’s leading providers of bulk products supply chain services, in its acquisition of First Choice Logistics, a provider of bulk liquid transportation and logistics services to the chemical industry.

Represented REACH Riverside Development Corporation in connection with the multifaceted redevelopment—modeled on the holistic community redevelopment principles of the nationally renowned Purpose Built Communities network—of Northeast Wilmington, Delaware’s Riverside neighborhood.

Represented an industrial electrical contractor with instrumentation and telecommunications capabilities in connection with the merger of an affiliated commercial electrical contractor.

Represented Clear Channel Airports, the Americas-based airports business of Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), and one of the nation’s leading airport media providers, in the negotiation of the largest airport advertising and sponsorship contract in the U.S. with the Port Authority of New York and New Jersey.

Represented A&R Logistics, Inc., one of North America’s leading providers of bulk products supply chain services, as transportation counsel in its acquisition of L.T. Harnett, a provider of bulk liquid and dry transportation and logistics services to the chemical, food, and agricultural industries. Following A&R’s acquisition of First Choice Logistics in February 2020, for which we also provided transportation counsel, LTH is A&R’s second acquisition of a bulk products supply chain services provider in the past six months.

Provide ad-hoc representation to a $30 billion state pension plan in its limited partnership investments and in connection with such representation, provide Delaware law advice with respect to various matters, including fiduciary duty waiver provisions.

Represented a multi-national electrical manufacturer in connection with a $17 million acquisition of the assets of an Ohio-based manufacturer of digital audio distribution systems.

Represented an international industrial group in connection with its $110 million stock acquisition of a manufacturer of fiber optic and cable assemblies for the datacom and telecommunications industries.

Represented an esports company, operating an online platform that connects gamers with video game coaching services, in connection with multiple rounds of financings.

Represented an esports collegiate production company in connection with its sale to a private equity backed esports entertainment platform.

Represented a UK listed life sciences company in connection with a $17 million acquisition of the stock of a pharmaceutical products services company.

Represented a multi-million-dollar private equity firm that invests in mezzanine debt and equity in lower middle market businesses across the United States. We assisted in its investment in an industrial safety supply distributor selling personal protective equipment ranging from hard hats and fall protection to gas detection equipment and hazardous material handling gear.

Represented a life sciences company that develops quality surgical illumination devices in connection with multiple rounds of financing.

Served as counsel to a subsidiary of a publicly-traded shoe and apparel company on a Delaware law matter.

Represented a media technology company in connection with an international joint venture agreement.

Represented a medical device start-up in the structuring of a complex commercial arrangement with a Fortune 50 company.

Represented a specialty chemical company that develops technology solutions for food safety and brand protection in multiple rounds of preferred financings.

Represented a modern real estate brokerage platform, operating a real estate discount listing service, in connection with capital raising efforts.

Represented a major Mid-Atlantic insurance company in connection with a $3 million Series A Preferred investment in an Atlanta-based digital marketing and e-commerce venture.

Represented a Florida-based broker dealer with $2 billion in assets under management in a sale of its assets to another broker dealer in a stock transaction.

Represented a major insurance company in connection with a closing of the sale of its insurance group to a California-based insurance company and simultaneously merged their respective affiliated holding companies, a deal valued in excess of $250 million.

Represented a specialty chemical company in connection with the purchase of the assets of a company dedicated to developing and providing superior animal health solutions.

Represented a state pension plan in connection with its limited partnership investments in multiple private equity firms.

Serve as Delaware counsel to a diversified global industrial manufacturing company on Delaware corporate and limited liability company law matters.

Served as Delaware counsel to a UK listed property company on an acquisition of a portfolio of industrial assets in the UK, held by a Delaware limited partnership (acting by a Delaware GP). This deal was valued at over £100 million pounds.

Served as Delaware counsel to a multinational independent investment bank and financial services company with over $500 billion in AUM in its acquisition of a large integrated waste company. This deal was valued over $600 million.

Represented a developer and provider of specialized conference spaces and integrated services for off-site professional meetings, in connection with the issuance of senior secured notes to private equity funds that invest in debt and equity in lower middle market companies.

Represented an educational resource catalog company in connection with its sale to a national distributor of a wide range of products to schools, hospitals, camps, and recreation facilities.

Represented a New York-based environmental sustainability services company in a multi-million dollar cash and stock transaction in connection with its sale to a publicly traded company in the energy management and sustainability services sector.

Represented a medical device manufacturer in connection with a $12 million acquisition of the assets of a medical device distribution company.

Represented a publicly traded financial services company in connection with a $425 million stock acquisition of an information and financial advisory services company.

Represented an international industrial engineering and manufacturing firm in a multi-million dollar transaction in connection with the acquisition of a leading independent service provider for gas turbines in the US.

Assisted Chondrial Therapeutics, Inc., in entering into a definitive merger agreement with Zafgen, Inc., under which Chondrial will acquire Zafgen in a reverse merger wherein the stockholders of Chondrial will become the majority owners of Zafgen’s outstanding common stock. Stockholders of Chondrial will receive shares of newly issued Zafgen common stock equal to approximately 60% of the company following the merger.

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