W. THOMAS PARROTT, III
Corporate, Limited Liability Company, and Partnership Law
Mergers & Acquisitions/Purchases and Sales of Businesses
Business Breakups, Shareholder Disputes, LLC Member Disputes, Partner Disputes
Fiduciary Duty Law and Counseling
Contracts and Business Transactions
Tom has 33 years of experience in assisting entrepreneurs and their businesses. His focus is providing corporate and business law services and transactional intellectual capital for entrepreneurial enterprises.
Tom is peer review selected for inclusion in the Best Lawyers in America ® global legal directory. He also holds an “AV” rating from Martindale-Hubbell®, the national organization that rates lawyers by surveys of the opinions of other practicing lawyers as to a lawyer’s legal abilities and ethical standards. “AV” is the highest rating available.
He has lectured on business law matters for the Virginia State Bar, the Fairfax County Bar, the National Business Institute, and the United States Department of State. He is a member of the American Bar Association’s Business Law Section, its Mergers & Acquisitions Committee, its Center for Professional Responsibility, and the Mediation Committee and the Corporate Alternative Dispute Resolution Committee of its Section of Dispute Resolution.
Tom serves as outside company counsel to many of his clients, quarterbacking the handling of their legal matters.
Tom’s business transactions, business breakups, and company governance experience includes:
· Mergers & acquisitions: Tom has represented companies in over 75 transactions for sales of businesses, purchases of businesses, or mergers of businesses, ranging in size from the low hundred thousands to over $100 million.
· Transactions and company governance: Tom has analyzed, negotiated, and documented many hundreds of business transactions and contracts, as well as many hundreds of corporate, limited liability company, and partnership matters, from start-up transactions to transactions over $100 million. For numerous companies, he has handled the organization and structuring of their businesses and has advised upon and documented the relationships among the holders of the companies’ equity, and has advised many of their boards of directors and executive officers on an ongoing basis.
· Business breakups, shareholder disputes, LLC member disputes, and fiduciary duty counseling and representation: Tom has represented numerous parties and companies in advising upon, negotiating, mediating, and documenting company split-ups and business breakups and the workout of shareholder disputes, LLC member disputes, and partnership disputes without the need for litigation. Tom regularly provides guidance to his clients on fiduciary duty matters involved in such disputes, and has also supported litigators with corporate/LLC/partnership law expertise in such disputes that have to be litigated. Tom has represented medical, distance education, commercial insurance, IT, government contracting, consulting, telecom, purchasing group, and 8(a) companies and their shareholders and members involving such workouts, resolution of shareholder disputes and LLC member disputes, company split-ups, and fiduciary duty matters, without the need for litigation.
Tom has represented:
· A government contractor that markets, designs, and manufactures sophisticated antennas and peripherals in the acquisition of a leading-edge barcode – RFID technology company.
· A start-up engaged in the development and commercialization of technology for substantially improving the efficiency and pollution-reduction performance of industrial engines using natural gas as their fuel.
· An engineering company in the establishment and funding of a limited liability company providing a wealth-creation vehicle for its key employees.
· A major D.C. – area printing and document management company in the development of facilities management agreements, and its key employees in the management buy-out of the company.
· A consulting firm that advises government contractors on federal government business acquisition strategy and related program spin-up, training, and execution.
· A leading D.C. – area commercial filter company in its sale to a publicly-held national brand U.S. filter company.
· Traditional economy companies (contracting, plumbing, HVAC, refuse removal, parts distribution, auto body repair, office suites, food processing, trade school, and commercial filters), technology companies (software, hardware, IT, telecom, commercial website developers, distance education, training firm, security consulting, restaurant, and government leasing), and consulting companies and service companies (project management, medical, dental, electrical engineering and signal processing, actuarial, travel agency, and order fulfillment) with respect to mergers and acquisitions, roll-ups, contracts, corporate and LLC work, fiduciary duty matters, advising boards of directors, and workouts of shareholder disputes, member disputes, and company split-ups.
· A leading D.C.-area construction management company in its sale to a publicly held government contractor.
· A European technology manufacturer in negotiating and fulfilling a national supply and distribution agreement with a leading U.S. grocery chain.
A.B., History, Duke University, 1969
J.D., University of North Carolina School of Law, 1973
Professional Activities/Bar Admissions
· American Bar Association, since 1994: Business Law Section, Mergers & Acquisitions Committee (former member, Editorial Committee for the Model Joint Venture Agreement); Center for Professional Responsibility; Section of Dispute Resolution: Mediation Committee, Corporate Alternative Dispute Resolution Committee
· Virginia State Bar, admitted 1978: Business Law Section; Joint Alternative Dispute Resolution Committee
· District of Columbia Bar, admitted 1974.
· North Carolina (inactive), admitted1973.
Former General Counsel, Vienna Regional Chamber of Commerce; former Chair, The Concord Coalition, Northern Virginia Chapter; former President, Duke Club of Washington; Director, Virginia Foundation for Research and Economic Education, Inc., 2007-2008 (Virginia FREE) (www.vafree.com).
Legislative Assistant, Congressman Tom S. Gettys of South Carolina, United States House of Representatives, 1973-74; Staff Assistant, Senator Sam J. Ervin of North Carolina, United States Senate, 1970 & 1971.
Co-Author, “Defensive Due Diligence: Protecting the Seller’s Crown Jewels,” Making M&A Work: Strategies and Solutions from Leading Deal-Makers, Association for Corporate Growth, 2000
“Duty to Get Fair Value for Shareholders in Mergers or Sales of Businesses,” Virginia Trial Lawyers Association, 1999
“Limited Liability Companies: The Entity of Choice in Virginia,” The National Business Institute, 1995
“Tax Considerations in Organizing Corporations and Partnerships,” Virginia State Bar CLE Program, Tax Pitfalls for the General Practitioner, 1984.
"Business Succession Planning for Privately Held Businesses," Virgina Society of Certified Public Accountants, 2013
See Tom Parrott biography — See Tom Parrott biography.