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Gianfranco A. Pietrafesa

Archer & Greiner, P.C

PartnerHackensack New York
Corporate LawHackensack New York

Recognized for

Corporate Law

The Elite Counsel Perspective

Franco commands formidable authority in corporate law, advising closely held businesses on ownership transitions and having helped draft New Jersey’s LLC statute.

Franco commands formidable authority in corporate law, advising closely held businesses on ownership transitions and having helped draft New Jersey’s LLC statute.

— Elite Counsel
Gianfranco A. Pietrafesa
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Overview

Franco advises entrepreneurs and businesses, from start-ups to established companies, on corporate and commercial matters. His practice focuses on closely held and family-owned businesses in the small to middle market. He works with owners on formation, governance and succession, as well as restructurings, reorganizations, venture capital and private equity matters, and mergers and acquisitions.

In transactions, Franco structures asset and stock purchases, joint ventures and other business alliances with attention to his clients’ objectives and the tax consequences of the available approaches. He has represented owners selling all or part of a business to private equity firms and advises on the issues that arise in those transactions. His earlier experience as a litigator and trial attorney also informs his approach to negotiating contracts and business transactions.

Franco serves as outside general counsel to businesses on day-to-day legal matters. He drafts, reviews and negotiates shareholder, buy-sell, partnership and LLC operating agreements; licensing, manufacturing, supply and distribution agreements; employment, consulting and independent contractor agreements; restrictive covenants; and real estate leases. This work spans both the arrangements among owners and the contracts through which their businesses operate.

Franco was a member of the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act. The New Jersey State Bar Association recognized his work toward the statute’s enactment with its Distinguished Legislative Service Award. He has also written an amicus curiae brief for the association concerning aspects of the Act in a New Jersey Superior Court Appellate Division case. He is a Fellow of the American College of LLC & Partnership Attorneys.

Beyond his client work, Franco speaks to professional, business, industry and trade organizations on LLCs, M&A, buy-sell agreements, contract drafting and legal ethics. He has taught an M&A transactional skills course at Seton Hall University School of Law and the law of business organizations at Fairleigh Dickinson University. His writing includes book chapters and articles on LLCs, litigation and legal ethics published in legal periodicals. In 2020, the New Jersey Institute for Continuing Legal Education awarded him its Alfred C. Clapp Award for Excellence in Legal Education for his continuing legal education work.

Representative Experience

  • Represented manufacturer in $27M sale of business to a buyer funded by private equity with the transaction structured as an asset purchase, with rollover equity and earnout payments based on EBITDA.
  • Represented manufacturer in $8.5M sale of business structured as an equity purchase after the restructuring of the corporation to an LLC.
  • Represented distributor in $24M sale of business to a buyer funded by private equity with the transaction structured as a stock purchase, with rollover equity.
  • Represents private equity firm acquiring and investing in small businesses in the food and beverage sector.
  • Represented one of two snack food companies being consolidated into one parent holding company with two operating subsidiaries, including restructuring of promissory notes and subsequent equity financing of parent holding company.
  • Represented founder in formation of business, with preparation of shareholders agreement, employment agreements, and confidentiality, invention assignment and restrictive covenants agreements.
  • Represented surviving member of LLC in dispute with estate of deceased member under circumstances where company’s operating agreement did not adequately include buy-sell provisions triggered by death.

Education

  • Seton Hall University School of Law, JD
  • Fairleigh Dickinson University, BS, summa cum laude

Admissions

  • New Jersey
  • New York
  • U.S. Court of Appeals for the Third Circuit
  • U.S. District Court for the District of New Jersey
  • U.S. District Court for the Southern District of New York
  • U.S. Supreme Court
  • U.S. Tax Court

Honors & Recognition

Professional Associations

  • Fellow, American College of LLC & Partnership Attorneys 
  • Member, Law360 New Jersey Editorial Advisory Board (2025)
  • New Jersey State Bar Association - Business Law Section, Director (2002-present); Chairman (2010-2012); Secretary (2008-2010)
  • Hudson-Bergen Inn of Transactional Counsel, Vice President (2016-present); Trustee (2009-present)
  • Commerce and Industry Association of New Jersey, Member, Board of Directors (2022-present); Member, Family-Owned Business Forum (2017-present); Member, Manufacturing Forum (2014-present)
  • American Bar Association - Business Law Section (1990-present)
  • Member, Editorial Board, New Jersey Lawyer Magazine(1996-2010)
  • District XII Fee Arbitration Committee - Union County, Chair (2003-2005); Vice Chair (2002-2003); Member (2001-2002)
  • Member, District XII Ethics Committee - Union County (1996-2000)
  • Former Pro Bono General Counsel, St. Anthony Education Foundation (Hawthorne, NJ)
  • Former Pro Bono General Counsel, Hawthorne Education Foundation (Hawthorne, NJ)
  • Former Pro Bono General Counsel, Hawthorne Soccer Association (Hawthorne, NJ)
  • Former Member and Vice President, Hawthorne Board of Education
  • Former Member, Board of Trustees, Louis Bay 2nd Library, Hawthorne

Publications

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