For over 40 years, Mark Cassanego has provided legal advice to privately owned businesses and business owners, including venture-backed and other family-owned entities. His work with clients spans their entire growth cycle, from start-up phase to exit strategies. Mark has handled scores of M&A transactions during his career, equally adept at negotiating and documenting small as well as larger, complex transactions, whether working alongside investment bankers or as the client’s principal representative of its negotiating team. While Mark represents clients across industries, he has a specialty focus on the food industry.

Mark often serves as general counsel for clients, directly handling many legal matters, including corporate governance responsibilities. In this role, he often acts as an advisor to the board of directors and the business’s management team. He oversees the handling of specialty areas such as real estate, employment, IP, tax, and dispute resolution matters.

With each client, Mark builds an in-depth understanding of the business operations, strategic growth plans and industry issues so he can anticipate issues and deliver timely, pragmatic solutions. He has forged many multi-decade relationships with clients and their companies. Clients rely on his counsel in areas ranging from complex financial analysis and strategic initiatives to tax-efficient structuring opportunities.

Mark is active in his community, having served on the boards and committees of national and local non-profit organizations. He also served as President of the firm from 1996 to 2014.

Key Areas

  • M&A transactions
  • Start-up transactions
  • Entity formation, including corporations, LLCs, and partnerships
  • General counsel services
  • Debt financing
  • Joint ventures
  • Employee incentive plans

Experience & Affiliations

Insights

Experience & Affiliations

Representative Matters

  • Served as general counsel (since the client company’s inception) to an international food manufacturing company with both food service and retail distribution. Advises in all aspects of the company’s business, from acquisitions and contract negotiations to branding and employment matters.
  • Represented a multi-brand independent supermarket chain in multiple acquisitions and financings; served as general counsel leading the firm’s teams in areas relating to real estate, finance and litigation.
  • Represented a third party logistics/distribution client in the sale and lease of its assets including one million square feet of warehousing space in multiple locations to a global corporation serving high technology, food and beverage, and consumer packaged goods sectors.
  • Represented a West Coast electrical component distributor in its sale to a competitor with a national footprint.
  • Represented a privately held horticultural company in a complex, multi-state sale of three business divisions to three different buyers. The transaction included the sale of California wholesale nursery division to seller’s largest competitor, as well as the transfer of a Texas-based division to a management buyout firm.
  • Represented medical software company, Medsleuth, in its acquisition by kidney care company, DaVita. Medsleuth offered software solutions that improve efficiencies of matching kidney and liver transplant recipients to donors and providing data to transplant centers to optimize the transplant process. Carr McClellan had served as general counsel to Medsleuth as it grew its footprint in the medical industry.
  • Represented Steven Engineering in its acquisition by Graybar. Carr McClellan had served as SEI’s general counsel for over 30 years. Headquartered in South San Francisco, Calif., Steven Engineering provided advanced automation, motion control and pneumatic solutions to a wide range of market segments. Graybar, is a leading distributor of electrical, communications and data networking products and provider of related supply chain management and logistics services, headquartered in St. Louis. Missouri.
  • Represented Masterwork Electronics in its acquisition by private equity firm, Hidden Harbor Capital Partners. Masterwork was a top manufacturer of printed circuit board assemblies (PCBA) for leading global companies. With California-based corporate leadership and state-of-the-art production facilities in Mexicali, Mexico, Masterwork built value by “nearshoring” high quality and low-cost manufacturing solutions, Carr McClellan had represented Masterwork for over 20 years serving as its corporate counsel.
  • Represented the shareholders of PAQ Inc., an independent Food 4 Less franchisee that operated 20+ supermarkets in central and northern California, in their sale to a newly created employee-owned stock ownership plan (ESOP). By selling 100% of the “S” corporation stock to an ESOP, the company became federal and state income tax-free, increasing cash flow dramatically and allowing the company to service debt and invest in growing its business. Carr McClellan continues to provide general counsel representation to PAQ.
  • Represented Hawaii-based QSI, Inc. in its sale to Tokyo-based Don Quijote Group. QSI Inc. was the operator of 24 Times, Big Save and former Star supermarkets in the Hawaiian Islands. Carr McClellan served as counsel to QSI in the initial acquisition of Times 15 years earlier. From that initial acquisition until its sale to Don Quijote, Carr McClellan provided general counsel and M&A representation to QSI.

Professional Organizations

  • San Mateo County Bar Association, Business Law Section, Former Co-Chair
  • State Bar of California, Business Law Section

Admissions

  • All California State Courts

Civic and Charitable

  • United States Province of the Religious of the Sacred Heart | Former Finance Committee Member
  • Oakwood Retirement Community | Board Member
  • Better Business Bureau, Inc. | Former Counsel and Board Member
  • Parca, Former President
  • Santa Clara University | Family Business Forum, Former Board Director
  • St. Charles Parish Council | Former President
  • St. Charles School Board | Former President

Honors and Awards

  • AV® Preeminent™ Martindale-Hubbell

Insights