Jeremiah Baba Pagano

Jeremiah Baba Pagano, Esq. LLM


Jeremiah Baba Pagano, Esq., LL.M., CEPA serves as an Attorney at Jacko Law Group, PC (“JLG”) where he supports the critical needs of our clients every day. His knowledge and experience, not only, enhances our ability to provide counsel that aligns with our clients’ transactional needs, but also their overall corporate objectives and strategy for long-term success. Mr. Pagano’s practice was founded on his tax experience, and his ability and foresight to align clients to position their businesses for growth.

As a solutions-led attorney, Mr. Pagano counsels JLG clients on their regulatory, corporate, and tax matters, including analyzing, evaluating, and ensuring compliance processes in the review of all tax and financial documents, analyzing tax consequences for mergers and acquisitions, drafting contracts and agreements, and more. His experience has built the foundation for his passion to strategically advocate for clients and their businesses, to position them to thrive.

Mr. Pagano brings a wealth of experience in investment adviser, broker-dealer, and fund regulatory compliance matters, internal control development, transition services, and operational risk management. His knowledge within the financial services industry allows him to address the needs of his clients, allowing them to mitigate risk and grow to their full potential. Mr. Pagano advises both firms and individuals on their legal and regulatory risks. Counseling his clients on how to mitigate risk while aligning their strategic business practices is a staple in his practice area. Mr. Pagano additionally interfaces with the various state and federal regulatory agencies on behalf of his clients, fiercely advocating for their professional interests. He is also a frequent commentator on securities regulation and investment-related matters.

When developing a Corporate Counsel practice, Mr. Pagano assesses the needs of the business as a genuine trusted partner. Throughout the years, he has provided counsel at various phases of a business, including formation, growth, and final transition and/or sale. Clients leverage his insight when finding methods to enhance their organizations and drafting of corporate documents, including complex shareholder agreements. While serving our clients, the JLG team collaborates with Mr. Pagano when devising plans and strategy – as he has a holistic approach to assessment, including risk mitigation, corporate restructuring, and management transitions.

Mr. Pagano’s clients have also relied on his counsel when navigating the intricacies of Mergers and/or Acquisitions (“M&A”). His continued experience in corporate law allows for strategic planning when it comes to the M&A process. From reviewing sensitive material like NDAs, term sheets, and purchase agreements, Mr. Pagano advocates for JLG’s clients and their best interests. Leveraging his business acumen, Mr. Pagano also assesses the impacts when it comes to his practices, providing ample counsel for transition considerations, such as employment and vendor arrangements. Over time, his ability to steer clients and create their custom timeframe and business strategy is one of many benefits and values he brings to the JLG team.

To complement Mr. Pagano’s M&A experience he also is a Certified Exit Planning Advisor (CEPA), which has proven to be invaluable to JLG clients as they grow their businesses and plan for the future. Understanding the strategy and path necessary for clients’ goals and long-term objectives, from inception, is one of his many talents within his legal practice. With this designation, he continuously advocates for clients' interests in a multitude of phases of their business, including formation, merger, acquisition, transition, and succession. As an exit planning adviser, he strives to effectively engage business owners and help them build more valuable companies, stronger personal financial plans, and align their personal goals. From formation to succession, he has been able to construct specific strategies for achieving 3, 5, and 10 years - and beyond, navigating significant changes when consolidating businesses with confidence and success.

Throughout his career, Mr. Pagano has focused his practice on tax law, managing matters with the Internal Revenue Service, the United States Tax Court, and the California tax authorities. Mr. Pagano uses his tax acumen to strategically plan and advise clients on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He counsels clients on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business Stock, and various state pass-through entity taxes. Mr. Pagano also drafts tax portions of Operating and Shareholder Agreements for businesses in different industries.

Mr. Pagano is also an industry thought leader, as he has been featured in a handful of publications, including Barron’s Advisor and the National Society of Compliance Professional’s (NSCP) Newsletter. By leveraging his knowledge and experience in tax and other service areas, he has been able to leave an impression on numerous industries, including finance and corporate securities.

Prior to joining JLG, Mr. Pagano served as an Attorney Advisor for the U.S. Small Business Administration, where he coordinated numerous efforts and community works, such as the $16 Billion Shuttered Venue Operators Grant (SVOG) emergency relief program. Similarly, Mr. Pagano has served as in-house counsel to a 501(c)(3) public charity. Before that, Mr. Pagano gained valuable experience with a number of firms and organizations, such as the University of San Diego Federal Tax Clinic, Eaker Pérez Law, and Higgs, Fletcher, & Mack LLP. Prior to law school, Mr. Pagano followed his entrepreneurial spirit, founding and running his own business in the telecommunications industry. This specific background allows Mr. Pagano to connect with his clients on a deeper level than many other legal professionals. Ultimately, his professional background helped develop his legal acumen, nimble approach to service, and determination, further attesting to his talent and how strong of an asset he is to the JLG team.

In his free time, Mr. Pagano prefers to use his talents to give back to the community. Currently, he volunteers as a Helpline Volunteer with Savvy Ladies, a 501(c)(3) non-profit organization that brings financial planning education to women. The goal of Savvy Ladies is to ensure that women have a trusted and reliable resource to get educated about their financial lives and encourage women to build and preserve economic security. The intended outcome is to decrease the number of women who fall prey to financial abuse and exploitation and increase the number of women who understand the importance of educating themselves.

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Practices :
Tax LawDrafting & Execution of Contracts & AgreementsBusiness FormationCorporate & Securities Law
3 Ways that General Corporate Counsel Can Help Plan Your Exit Strategy
Blog Outsourced-General Corporate Counsel
April 28, 2022

The last couple of years made millions of Americans think about changing jobs, new careers, or early retirement. Many business owners envision how they’ll spend their golden years without putting a plan in place to make it happen.

Succession planning is knowing where you are, where you want to go, and how you’ll get there with the goal of minimizing risk and maximizing your firm’s potential value. 

Every transition affects both clients and employees. Clients want the peace of mind of knowing their assets be taken care of today and in the future. It instills that you care about their wellbeing and not just their investment portfolio. 

Conversely, the absence or uncertainty of a succession plan can severely damage your credibility. Current clients or potential investors could ask several “what if” questions that depending on the response could leave them insecure enough to potentially entrust their assets with a different firm.

Open communication can ease internal angst during a transition. The worst feeling for an employee is uncertainty about their future when they’re kept in the dark about how your plans might affect them.   

Contracts, Service and Communication 

Does your business/firm comply with internet and privacy laws, SEC requirements, anti-corruption laws and HR policies? Does it hold all required business licenses and permits?

Are your contracts clear with clients, consultants, employees, partners, and vendors? Failing to review all the components of your service model, including contracts with clients, talent, and service partners during a transition can subject your company and your successor to fines, penalties, and legal action.

This is not the time for a lapse in internal or external communications. Two items that may assist in starting a navigation platform include:

  1. Internal Information. Emphasize transparency and accountability by keeping employees informed. 
  2. External Engagement. Keep audiences and the industry in the know. While negotiations and transition may be a quiet and focused time it’s integral to not be silent in the industry. Firms should maintain an appropriate level of social media engagement and should not miss a beat when it comes to external marketing

Managing Your Transition Dream Team

As you consider your exit strategy, it’s time to make sure everything is in order. Prepping for a business exit requires diligent preparation by an advisory team experienced in handling complex transactions. Your team should include legal counsel, accountants, compliance personnel, and/or representatives from human resources and information technology.

Once you’ve pulled your team together, outside counsel can help determine transition objectives and the current and required future value of your business. Most owners who start a business have never sold one. They can benefit from consultants who specialize in the process.

When performing due diligence for a sale, you’ll need a broad range of documents that include, but are not limited to:

  • Organizational paperwork, such as articles of incorporation, bylaws and meeting minutes.
  • Details of any pending or potential litigation.
  • Any material contracts, including loan agreements, letters of intent and contracts with any officers or directors.
  • Intellectual property information, including trademarks, copyrights and patent applications.

The precise paperwork required will vary widely depending on the business. Your legal team should have the expertise to help you create a list of essential documents and required information.

Outside counsel can review all paperwork for missing information or unforeseen problems that could develop. If you have ongoing issues with clients, vendors, or the IRS, try to resolve them as soon as possible.  

Employee Engagement and Retention

Succession planning should focus on developing employees for future opportunities. That means providing attention and training for your staff. A good succession plan provides transparency, which helps employees understand the path toward promotion and greater responsibility. Succession planning and employee retention are mutually reinforcing. Ineffective succession planning leads to turnover.

To use a sports analogy, it’s helpful to think of succession planning as creating an employee “farm team.” Responsiveness to new situations – including unexpected ones – and resilience in the face of external conditions are traits of successful organizations.

As one example, investment advisers know diversification is essential when managing a client’s portfolio. The same is true with employees and succession planning. Having all your knowledge or skill eggs in one person’s basket is never a good business practice.

Taking the First Step

Due diligence can be among the most time-consuming parts of a business sale, but it’s critical to its success. Start gathering your paperwork now, even before a buyer comes forward.

Prepping for a business exit requires diligent preparation. Working with outside counsel can craft a smooth exit and accelerate the process. Legal guidance is vital to buttoning up your regulatory and legal compliance and positioning your company to optimize returns for founders and investors. For more information or assistance with your succession plan/exit strategy, contact the team at Jacko Law Group, PC.

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