Mr. Martorana advises businesses and their owners in structuring, negotiating and documenting a wide range of transactions and relationships. Prior to joining the firm, Mr. Martorana practiced at a large firm in Baltimore, Maryland. He is also a certified public accountant (CPA) with experience at one of the "big four" accounting firms.
Representative Engagements
Mergers and Acquisitions
- Represented acquirers and targets in mergers, acquisitions, reorganizations, joint ventures and other transactions valued between $100,000 and $200 million
- Structured and documented transactions to accommodate special tax challenges and opportunities, including tax-free reorganizations and equity offerings
- Represented issuers and investors in private offerings of securities in healthcare, aviation, hospitality, real estate, construction, natural gas and energy companies, and in internet, biotechnology and other technology companies
Health Care Transactions
- Counseled physicians, hospitals, ambulatory surgical centers, clinical laboratories, imaging centers, independent diagnostic testing facilities, and other suppliers in a broad range of business transactions and general compliance matters
- Structured transactions, relationships and agreements in compliance with federal and state physician self-referral (e.g., Stark) laws, anti-kickback statutes, Medicare and Medicaid compliance, HIPAA and state privacy laws, and antitrust laws
- Organized and structured acquisitions and divestitures of physician practices, and joint ventures among healthcare providers, including with tax exempt entities
- Negotiated physician recruitment agreements, employment agreements, physician buy-in/buy-out agreements, and compensation plans
Real Estate
- Represented clients in the purchase and sale of commercial properties
- Represented landlords and tenants in commercial real estate leases for medical practices, manufacturing and wholesaling, aviation, and solar power generation
- Negotiated and structured joint ventures for the development, financing and management of commercial properties
Lending, Leasing and Commercial Transactions
- Negotiated and drafted contracts, supply agreements, and distributorship agreements for manufacturers, wholesalers, distributors, and retailers
- Represented banks, financial institutions, and private companies in loans and leases, including financings secured by real property, equipment, intellectual property, and specialized collateral such as agricultural products and aircraft
- Represented bank in connection with the foreclosure of a syndicated loan secured by a $15 million property, and negotiated the subsequent relationship among the participant banks following their acquisition of the property
General Business and Corporate Matters
- Advised corporations, limited liability companies (LLCs), partnerships, individuals and tax exempt organizations in the formation and operation of businesses
- Advised new and ongoing businesses and owners regarding general business law, including the protection and development of intellectual property and ideas, the negotiation of shareholder and employee relationships, and tax-related matters
- Restructured a trucking enterprise, real estate companies, and other businesses, with attention to asset-protection strategies, compensation planning, and achieving tax-efficient relationships among the reorganized businesses
Presentations
Panel Speaker, "Overview of Due Diligence," Angel Capital Education Foundation: Angel Investing - An Overview (April 2010)
Speaker, “Mergers and Acquisitions: Taxation,” Sterling Education Services: Buying and Selling a Business: Mastering the Basics (July 2008)
- Panel Speaker, “Managing the Due Diligence Process,” M & A Source: How to Buy a Company as a Corporate Growth Strategy (January 2008)
Professional Affiliations
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State Bar of Arizona
Securities Regulation Section, Executive Council Member
, 2009-present
-
Association for Corporate Growth
Arizona Chapter
, Member
, 2007-present
-
American Health Lawyers Association
Member
, 2009-present
-
Certified Public Accountant
State of Arizona
, 2007-present
-
American Bar Association
Member, Health Law Section
Business Law Section
, Member
Real Property, Trust and Estate Law Section
, Member
Taxation Section
, Member
-
Shepherd of the Desert Lutheran Church
Finance Operations Board
, Member
, 2010-present
Admitted to Practice
- Arizona, 2007
- California, 2007
- Maryland, 2005
- District of Columbia, 2006
Education
-
M.B.A.
, Arizona State University, W.P. Carey School of Business
, 2008
-
J.D.
, University of Maryland School of Law
, 2005
Order of the Coif
The Business Lawyer, Associate Articles Editor
-
B.S.
, Georgetown University, McDonough School of Business
, Accounting/Finance, 2001
