Dodd S. Griffith

Shareholder – Director

/griffith|gcglaw:com | v-card

Dodd is a business lawyer with a background in corporate, tax, securities and real estate law. He works with a broad range of business clients, including financial institutions, venture-backed companies, venture capital investors, and non-profit institutions. He helps clients to organize, structure and capitalize their businesses, using a variety of financing techniques, including debt, equity, and tax-advantaged investment structures. He advises businesses and non-profits on the design, implementation and operation of executive compensation and employee benefits plans. He represents business clients, financial institutions and venture capital investors engaged in mergers, acquisitions, and financing transactions. Sample matters for the areas in which Dodd practices are listed below.

Venture Capital and Private Equity

• Represented venture-backed company in negotiating and structuring acquisition of retail business of major competitor in form of exclusive world-wide licensing rights agreement with respects to branded products of competitor.
• Represented venture-backed company in private placement of aggregate amount of approximately $1,625,000 of Series B-1 Preferred Stock and Warrants.
• Represented venture-backed company in private placement of aggregate amount of $2,000,000 in senior and subordinated promissory notes and warrants.
• Represented general partner of venture capital fund in negotiating and structuring the purchase from certain limited partners of aggregate of approximately $2,100,000 of limited partnership interests in fund.
• Represented venture capital fund in negotiating and structuring conversion of approximately $2,200,000 subordinated notes and warrants to purchase common stock into senior preferred stock of portfolio company.
• Represented closely-held business in sale of approximately $20 million of its preferred stock to private equity investor.
• Represented closely-held business in placement of approximately $5 million of its preferred stock with institutional venture capital investors; and in placement of convertible notes, warrants and subordinated debt in follow-on transactions.
• Represented Small Business Investment Companies (SBIC) in the structuring of their investment partnerships, the private placement of the securities required to capitalize their partnerships, and their licensure with the SBA.
• Acted as deal counsel advising SBICs with respect to the structure and negotiation of their equity and debt investments in portfolio companies.

Tax Credit and Tax Exempt Bond Transactions

• Represented purchaser of $5,520,000 Vermont Economic Development Authority Recovery Zone Facilities Bonds, and senior lender in companion $8 million New Markets Tax Credit financing transaction to finance construction of college facilities.
• Represented purchaser of $11,151,000 New Hampshire Business Finance Authority Recovery Zone Facilities Bonds, and senior lender in companion $11,151,000 New Markets Tax Credit financing transaction to finance construction of multi-story office building.
• Represented purchaser of $10,777,000 New Hampshire Health and Education Facilities Authority Revenue Bonds to refinance obligations of private school.
• Represented purchaser of $12,955,000 New Hampshire Business Finance Authority Recovery Zone Facilities Bonds, and senior lender in companion $19 million New Markets Tax Credit financing transaction to finance construction of multi-story office building and parking facilities.
• Represented bank providing financing in $14 million New Markets Tax Credit transaction to finance the construction of extended-stay hotel.
• Represented developer group in $18 million New Markets Tax Credit and Historic Tax Credit transaction to finance the acquisition and renovation of a historic textile mill for mixed-use office and business space.
• Represented bank providing financing in $2.3 million New Markets Tax Credit transaction to finance the acquisition of timberland.

Mergers and Acquisitions

• Acted as U.S. counsel to Israeli buy-out fund with respect to the $27 million sale of the U.S. assets of multi-state manufacturing business.
• Acted as New Hampshire real estate counsel to publicly traded timber company in the sale of approximately 45,000 acres of New Hampshire timberland having a value of approximately $25 million.
• Acted as New Hampshire real estate counsel to the title insurer underwriting the title insurance on the sale of a REIT's portfolio which included 6 commercial office properties valued at approximately $80 million.
• Negotiated series of corporate transactions on behalf of U.S. subsidiaries of foreign-owned manufacturer, including workout with lender that facilitated purchase of manufacturer by investor; negotiation of replacement financing; and negotiations with state bonding authorities who had financed the company through the issuance of tax-exempt industrial revenue bonds.

Executive Compensation

• Represented multiple financial institutions and non-profit institutions in the preparation of non-qualified deferred compensation plans for directors and senior executive employees, and executive employment agreements incorporating non-qualified deferred compensation plans.
• Prepared supplemental executive retirement plans ("SERPs") for senior executives and directors of financial institutions and non-profit institutions.
• Prepared stock option and restricted stock plans for a broad range of businesses, including financial institutions and venture-backed companies.
• Prepared split-dollar life insurance, golden parachute and change in control agreements, executive employment agreements, retention plans and severance arrangements for financial institutions and other businesses.
• Prepared 457(b) and 457(f) plans for executives of non-profit institutions.
• Advised non-profit institutions on compensation issues and avoidance of intermediate sanctions.

Employee Benefits

• Represented multiple clients in IRS audits of qualified retirement plans and in self-correction of defects in documentation or operation of qualified retirement plans through filings made under U.S. Department of Labor Voluntary Fiduciary Correction Program and IRS Voluntary Correction Program.
• Assisted clients with issues pertaining to the design, implementation and operation of pension and benefit plans.
• Advised clients with respect to a broad variety of plans, including 401(k) plans, traditional defined-benefit plans, 403(b) and 457 plans for tax exempt employers, and welfare benefit plans.
• Assisted clients with plan audits, and the self-correction of plans pursuant to programs offered by the Department of Labor and Internal Revenue Service.

Securities Law and Banking Law

• Advised financial institutions on regulatory issues pertaining to bank and non-bank lending and other financial services such as investment, trust and insurance products.
• Represented clients before the New Hampshire Bureau of Securities Regulation on securities, broker-dealer and investment advisor matters.

Speaking Engagements

"Roth IRA Conversions" — Annual Tax Forum jointly sponsored by the NH Bar and NH CPA Society, November 2010.

"Challenges Facing Small Business in Today’s Economy — Employment, Taxes and Retirement Plan" — Joint program of Stephen Eldridge & Co. and Gallagher, Callahan & Gartrell, P.C., June 17, 2009.

"Executive Compensation Issues for Community Banks" — Joint program of Berry, Dunn, McNeil & Parker and Gallagher, Callahan & Gartrell, P.C., April 8, 2009.

"Retirement Planning Using Defined Benefit Plans" — Joint program of Stephen Eldridge & Co. and Gallagher, Callahan & Gartrell, P.C., January 21, 2009.

Background and Experience

Dodd has been practicing law at Gallagher, Callahan and Gartrell for 20 years. He is a shareholder and director of the firm, serves on the management committee, and is practice group leader for the firm’s corporate and tax practice groups.

Dodd is a contributing editor to The Encyclopedia of Private Equity and Venture Capital, published by VC Experts.

Education

B.A. from Dartmouth College
J.D. from Vanderbilt University School of Law
L.L.M. in Taxation from Boston University School of Law.

Recent articles and presentations by Dodd S. Griffith:

Correcting Operational and Document Failures to Comply with IRC Section 409A
November 2012

Is It Time To Go Back to a Pension Plan?
For BusinessNH magazine
May 2011

Non-qualified Deferred Compensation for Credit Unions
April 2010

What Have We Learned about ERISA Fiduciary Liability since LaRue?
July 2009

New COBRA Premium Subsidy Requires Quick Employer Action
March 2009

Can Your Employee Sue for Losses To His 401k Account?
March 2008

New IRS Rules Create Potential Tax Traps in Executive Employment Agreements
October 2007