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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Tax LawDrafting & Execution of Contracts & AgreementsBusiness FormationCorporate & Securities Law
Considerations from General Corporate Counsel When Selling Your Company
Blog Outsourced-General Corporate Counsel
April 14, 2022

Most business owners know their business and industry and have the necessary hands-on experience to successfully manage their employees and serve their clients. But few are familiar with what steps to take in order to sell a business and to avoid pitfalls along the way.

The most important and often overlooked aspect of selling a business is preparation. Seamless transactions don’t just happen. Rather than focusing their own needs, sellers should concentrate on what buyers may ask and will need to know.

There are three legal documents that require additional attention when selling your business or company– contracts, non-disclosure agreements (NDAs), and term sheets. These forms establish a solid foundation for a business sale. Engaging a specialized attorney at the onset can protect the interests of both parties, ensure confidentiality, and navigate a successful outcome.


Sellers should review all contracts related to the operation of their business before soliciting potential buyers. This includes, but is not limited to, existing legal agreements with suppliers, vendors, consultants, employees, clients, and all third-party providers. Some contracts contain provisions for a change in business ownership. 

Prospective buyers and their representatives should carefully examine all contracts attached to the seller’s business. Two common provisions tend to garner the most interest, and sellers should prepare accordingly.   

  • Buyers should be expected to review the term and termination language in every contract to learn how much longer the agreement runs and whether it can be terminated without penalty.


  • The sale of a business may trigger a change of control clause that gives the other party the right to terminate the contract or receive other considerations when the business changes hands.


Confidentiality (NDAs)

When buying or selling a business, an NDA is an agreement between both parties to not to disclose the information about the sale during negotiations of the deal or for a defined time afterwards. Effective counsel will also draft non-disclosure provisions and include them in the term sheet to facilitate open and honest discussions while negotiating a sales agreement. 

Sellers might question the need for an NDA if they already know and trust the buyer, but the need for confidentiality can’t be left to chance. An NDA removes the potential harm that can be caused by an unforeseen development or an honest mistake. It legally prevents buyers from disclosing any information they learn about your company during the sales process

An experienced and qualified attorney knows the value of a broadly drafted NDA and the peace of mind it can provide. At a minimum, an NDA should cover the following to ensure confidentiality:

  • A non-solicitation period
  • Terms
  • Circumvention
  • The broker’s role
  • The advisor’s disclaimer 
  • The use and return of information 
  • Agreed-upon exceptions 


Term Sheets

Once the seller reviews all contracts and protects business confidentiality, a term sheet should be negotiated and drafted as the master document that covers all considerations of the sales process. The term sheet addresses standard legal points of interest for both parties that should be reviewed by an experienced business attorney.

  • Inclusions and Exclusions. Exact language should be used to define what parts of the business are being sold and what parts, if any, the seller will retain. This includes the assets and liabilities of the business. The value of a business to a potential buyer is determined by its assets minus any liabilities incurred.


  • Closing Terms. Warranties are contingences put in place that protect both parties from potential material misrepresentations made by either side. Since sellers often like to close a deal as soon as possible and buyers like to take their time kicking tires, a timeline and a deadline for a sale should be negotiated and included in the closing terms.


  • Conditions. Sellers should anticipate that buyers and their representatives will make several requirements that must be met before a sale can be consummated. These conditions generally relate to the financing of the deal, performing due diligence, and receiving regulatory approval.  


A Trusted Partner

Sellers can endanger their clients and employees if they don’t exercise the same care and diligence, they used in growing their business when it comes time to divest. The successful sale of a business requires the specialized preparation and well-organized communication that corporate counsel can provide. Contracts, NDAs, and term sheets are just a few areas of the sales process that, when skillfully handled, can enhance your firm’s potential value. For more information or to discuss your company’s strategy for selling your business, contact our legal team here or at 619.298.2880.

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