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John F. Emanuel

John F. Emanuel

Senior Counsel
Milwaukee
office: 414.978.5430
fax: 414.223.5000
Overview

John has more than 35 years of experience advising businesses and their owners on business acquisitions and reorganizations, capital raising, tax planning, succession planning, and general corporate and business counseling.

His work includes:

  • Regularly advising clients on matters of corporate governance, including rights of shareholders and obligations and responsibilities of directors in various contexts; assists clients in formulating corporate governance strategies, agreements and procedures.
  • Representing publicly and privately held companies and their owners in negotiating, structuring and documenting mergers, acquisitions and reorganizations ranging in size from several million to several hundred million dollars.
  • Advising buyers and sellers of businesses on tax-advantageous structuring of transactions, providing tax opinions and obtaining private IRS rulings where required.
  • Advising clients on structuring and implementing corporate recapitalizations, including arranging debt and equity financing.
  • Counseling business clients in all areas of income tax planning and structuring, including tax planning involving S corporations and other pass-through entities. 
  • Representing financially distressed businesses in sales of assets pursuant to Section 363 of the Bankruptcy Code and other insolvency proceedings. 
  • Advising early-stage businesses and their founders and investors on capital raising, financing and related matters.

John lectures frequently to students, attorneys, accountants and business owners in the fields of corporate transactions, mergers and acquisitions, and taxation. He is an adjunct faculty member at Marquette University Law School, teaching the course in Mergers and Acquisitions, and a former adjunct faculty member for the Master’s in Taxation Program at University of Wisconsin-Milwaukee School of Business.


Industries

Services

Recognition

  • Chambers USA, Business in Corporate/M&A, 2011-2018
  • BTI Consulting Group's "Client Services All-Star Team," 2008
  • Wisconsin Super Lawyers, 2007-2018
  • Martindale-Hubbell, AV Preeminent
  • The Best Lawyers in America, Corporate Law, Tax Law, 1995-2019

Education

  • J.D., Stanford Law School
      • Order of the Coif
  • B.B.A., University of Wisconsin
    • Accounting
    • with honors

Admissions

  • Wisconsin

Professional Associations and Memberships

  • State Bar of Wisconsin, Business Law and Taxation Sections
Experience
  • Guided regional building contractor through acquisition, including planning and structuring the transaction, negotiating documents and consummating the deal.
  • Represented a large mutual life insurer in a complex and substantial sale of its ownership interest in a prominent investment advisory firm.
  • Advised the U.S. acquirer of a French early-stage technology company.
  • Represented multinational professional services firm with operations in the U.S., Europe and Asia in its sale to a U.S. and Asian purchaser.
  • Structured and negotiated the conversion of the Wisconsin Workshop for the Blind, a state-owned social services agency, to a successful private, not-for-profit enterprise now known as “Beyond Vision.”
  • Represented U.S. acquirers in cross-border transactions in Europe and Latin America.
  • Advised healthcare industry clients in acquisition, capital raising, joint venture and similar transactions.
  • Represented a major regional healthcare business in its acquisition of a hospital.
  • Advised an early-stage healthcare IT company in business structuring, capital raising and strategic business relationships.
  • Represented an early-stage private equity investment fund in its formation, capital raising and investments in portfolio companies.
  • Counseled an Internet and social-media enterprise on its acquisition by a private equity firm and the subsequent investment in that firm by additional private equity investors.
  • Advised a healthcare business process outsource company in successive rounds of debt and equity financing and restructuring.
  • Negotiated and completed purchases and sales of assets of Chapter 11 debtors in transactions pursuant to Section 363 of the Bankruptcy Code – including one for the auto industry’s largest and oldest cast-iron foundries and a life sciences company that manufactured and marketed AED machines.
  • Advised owners of closely held businesses in connection with ownership succession planning, equity- based management compensation arrangements and similar corporate structuring.
  • Represented a large food processor and wholesaler in the divestiture of an operating division.
  • Represented Rockwell Automation in the divestiture of one of its businesses.
  • Advised Roundy’s Inc. in its acquisition of several retail grocery store chains, the divestiture of a major operating unit, and its ultimate sale to a private equity investment firm.
Community Leadership
  • American Lung Association, Board Member 2007-present, Chair, 2016-2018
  • Associated Industries for the Blind, Board Member
  • Wiscraft, Inc., Wisconsin Enterprises for the Blind, Board Member, 1985-2016