Justin Batoff | Batoff Associates, P.A.

Justin A. Batoff, Esq.

Managing Principal

jbatoff@batoffassociates.com

410-864-6212

Licenses

Maryland Court of Appeals
Ohio Supreme Court
New York Supreme Court
Georgia Superior Court
Md Title Insurance Producer License No.3003710043

Education

University of Baltimore School of Law, J.D., cum laude
Johns Hopkins University, B.A.
Gilman School

Accolades

Baltimore Business Journal 40 Under 40, 2023
Maryland Super Lawyers Rising Star, 2018 - 2025

Advise a privately held professional services company on all legal matters, including M&A transactions, commercial contracts, labor and employment issues, and risk management.
Provide ongoing legal counsel to a financial services firm on securities compliance, investment structuring, executive compensation, and corporate governance matters.
Serve as outside general counsel to a regional real estate development firm, advising on corporate governance, joint venture agreements, financing transactions, and leasing matters.
Act as general counsel to a multi-state franchise operator, advising on day-to-day contract negotiations, real estate transactions, employment matters, and regulatory compliance.
Represent a technology startup as outside general counsel, assisting with corporate formation, financing rounds, intellectual property protection, and equity incentive plan implementation.
Provide general counsel services to a nonprofit organization, including board governance, fundraising compliance, and grant agreement negotiations.
Serve as general counsel to a family office, advising on private investments, estate planning, trust administration, and inter-generational wealth transfer strategies.

Advised business owners on estate and succession planning in connection with the sale of closely held businesses, incorporating estate tax mitigation strategies.
Structured multi-generational wealth transfer strategies for high-net-worth individuals, including the creation of irrevocable trusts
Drafted and implemented comprehensive estate plans, including wills, revocable trusts, powers of attorney, and advance healthcare directives
Advised a family-owned manufacturing company on its recapitalization and restructuring of debt and equity interests in connection with succession planning.

Represented the owners in the sale of a manufacturing company to a private equity firm, advising on pre-sale corporate reorganization and implementation of an F reorganization to optimize seller tax outcomes.
Represented a private equity fund in an e-commerce roll-up transaction.
Represented a risk management and consulting company in its $50 million sale to a publicly traded strategic buyer.
Represented a professional services firm in the acquisition of a competitor, including negotiation of employment and non-compete agreements for key personnel.
Advised a family-owned business in its sale to a private equity-backed acquirer, including rollover equity and earnout provisions.
Represented the founder of a specialty manufacturing business in the sale of substantially all assets for $10 million to a strategic acquirer, including ongoing consulting arrangements post-closing.
Represented the founder of a publicly traded franchisor in the acquisition of over a dozen restaurant locations and the negotiation of exclusive development rights in trade areas across the Mid-Atlantic
Structured a management buyout of a closely held technology firm, incorporating Section 338(h)(10) election planning to provide step-up in basis while preserving S corporation status pre-transaction.

Drafted and negotiated executive employment, severance, and incentive equity agreements for C-suite executives
Advised a technology company on the design and implementation of an equity incentive plan for key employees and consultants.
Represented founders in connection with change-in-control bonus and retention arrangements in advance of a private equity exit transaction.
Negotiated and structured executive compensation packages, including equity incentive plans and deferred compensation arrangements, for senior management of privately held and private equity-backed businesses

Negotiated long-term lease agreements for a national restaurant chain across multiple states, including build-to-suit and ground lease arrangements.
Represented a commercial real estate developer in the acquisition and financing of a multi-tenant retail center
Advised a real estate investment firm in a joint venture formation and acquisition of a mixed-use property
Represented a private client in a 1031 exchange involving the sale and purchase of investment properties

Represented a closely held business in a $25 million senior secured credit facility, including negotiation of loan agreements and related security documents.
Advised a technology company on a $10 million convertible note offering to accredited investors under Regulation D, including securities compliance and investor rights structuring.
Represented a founder group in the structuring and sale of a controlling interest in a professional services firm to a strategic buyer, including negotiation of governance and post-closing employment agreements.
Represented a private equity fund in the formation of an investment vehicle, including preparation of private placement memoranda, partnership agreements, and subscription documentation.
Represented a financial services firm in the securitization and sale of a $200 million portfolio of mortgage loans through a private placement transaction.

Justin Batoff advises startups, emerging companies, and established private and family-owned businesses on a broad range of transactional and corporate matters. His practice focuses on mergers and acquisitions, private placements, equity compensation, real estate and commercial transactions, and estate planning. Clients value Justin’s role as outside general counsel, providing practical, business-focused legal solutions aligned with their strategic objectives. He advises clients across a wide range of industries, including manufacturing, food and beverage, industrials, technology, and professional services. As part of his comprehensive approach, he frequently assists clients in identifying and connecting with strategic partners and investors. Justin has deep experience across all stages of the deal process, including structuring, negotiation, implementation, and post-closing support. He regularly handles domestic and cross-border transactions, providing insight into the tax implications of business deals and designing tax-efficient, compliant structures that maximize value and reduce risk. In addition to his corporate practice, Justin advises individuals, families, entrepreneurs, and executives throughout Maryland and New York on wealth preservation, succession planning, and tax-efficient business exits. In concert with his brother, Justin is the co-founder of the Old Line Society. The OLS is a 501(c)(3) nonprofit organization encouraging social engagement and fundraising efforts among young professionals in the Baltimore area. Justin also serves as an adviser, or in the capacity of a trustee, for a number of civic organizations. Away from the office he can usually be found in the field...farming, fox-hunting or on area steeplechase courses pursuing his career as an Amateur Rider.

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