Profile

Benjamin Ward practices in the McNees Corporate & Tax, Mergers & Acquisitions and Automotive Dealer Practice Groups. His practice includes working with businesses through all phases of a transaction – whether a sale, acquisition, or other strategic venture – from negotiation and due diligence to the deal’s ultimate closing. While Ben has experience working with clients in a vast array of industries including automotive, healthcare, insurance, and other technologies, his intuition of efficiently identifying issues and solutions translates to any type of business. In addition to “deal work,” Ben routinely advises clients on general corporate matters such as entity formation, commercial contracting and other governance issues.

Outside of Ben’s transactional practice, Ben serves as Co-Chair of the firm’s Leap Equity Advancement Program, which is a firm initiative that awards certain black-owned businesses across Pennsylvania, Ohio and Maryland with access to free legal services for a year.

What does Ben do for Clients?
While Ben has experience assisting with clients in all aspects of corporate law such as entity formation and general corporate governance, his primary focus is on advising both Buyers and Sellers through an M&A transaction. Ben immerses himself in the transaction for the client and successfully leads transactions to closing. Through this process, Ben will generally provide the following services:

  • Reviewing, analyzing and providing thorough advice on due diligence matters, such as reviewing the key terms of a commercial contract in the context of the transaction or identifying and resolving third-party issues that will need to be addressed.
  • Negotiating, drafting and revising the ultimate purchase agreement and related disclosure schedules and working with the client to ensure that both key business and legal provisions are addressed to the client’s specific needs. This service typically entails numerous calls with the client to discuss payment terms, representations and warranties, and indemnification considerations, among other items.
  • Organizing and managing the various moving parts and facets of a transaction so that all parties are working towards the common goal of closing. This service includes the preparation and maintenance of a detailed closing checklist, working with third-parties who have an interest in the transaction (such as lenders or key commercial vendors and customers) to satisfy their concerns, and generally maintaining deal momentum by responding quickly to issues that arise and efficiently providing solutions.
  • Counseling clients at early stages of a deal at the term sheet stage (or even before) to ensure the acquisition or sale structure aligns with the client’s goals and the practicalities of transactional hurdles that arise depending on the nature of the buyer and seller’s respective businesses.

How does Ben spend his free time?
During the summer, odds are you will find Ben playing golf with his friends and family or traveling with his wife.  Outside of the summer, Ben is likely glued to the TV cheering on his beloved Kentucky Wildcats in whatever sport is in season.

EDUCATION

University of Kentucky, magna cum laude, B.B.A.

Villanova University Charles Widger School of Law, cum laude, J.D.

EXPERIENCE/REPRESENTATIVE CASES

  • Represented a private-equity backed insurance marketing company in various roll-up acquisitions of differing acquisition structures.
  • Represented a technology-based government contractor in an equity sale to a private-equity firm.
  • Represented a leading home renovation company in various acquisitions of similar operators across multiple US regions.
  • Represented a telecommunications consulting and engineering company in equity sale to a publicly-traded foreign financial services company.
  • Represented vehicle software sales and manufacturer in asset sale of four entities to a publicly traded entity in a deal comprised of a consideration mix that included earnout and rollover equity.
  • Represented a non-profit internet broadband provider in asset sale to a foreign private-equity backed multinational broadband operator.
  • Represented an insurance marketing and software company in an equity sale to a nationally-recognized insurance marketing conglomerate.
  • Represented shareholder of a large HVAC manufacturing company in his buy-out of minority partner in a deal that included various related real estate transactions.
  • Represented seller-founders in an asset sale of a lumber manufacturer to a national operating entity in a deal that included a related sale of multiple real estate locations.
  • Represented seller-founders of an HVAC manufacturer in an asset sale to a national HVAC brand.
  • Represented a construction and engineering consulting firm in an equity sale to a foreign financial services firm.
  • Represented seller-founder of a bathtub manufacturer and e-commerce platform in an equity sale to a private-equity backed national operating entity.
  • Represented seller-founder of a petroleum products manufacturer and wholesaler in an equity sale to a private-equity backed national operating entity.
  • Represented a virtual online leadership training platform company in a reverse triangular merger with a public technology company.
  • Represented various car key manufacturer and online resellers in asset sales to a roll-up private equity buyer in multiple transactions.
  • Represented seller-founder of a door lock manufacturer in an equity sale to a private equity firm.
  • Represented seller-founders of waste hauling and recycling company in an equity sale to a private equity-backed national platform company.
  • Represented a private-equity backed platform company in its equity acquisition of a regional school bus transportation business.
  • Represented various HVAC sales representative businesses in equity sales to a private equity-backed platform company.
  • Represented a family-owned and -operated infrastructure and maintenance contracting services company in the sale of one of its divisions, working closely with its executive and ownership teams and leading the transaction to a successful closing.

MEMBERSHIPS

Dauphin County Bar Association

Philadelphia Bar Association

Pennsylvania Bar Association

Keystone Mergers & Acquisitions Council

Bar Admissions

Pennsylvania

Contact Info

Practice Groups