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
Keys to Successful Exit Planning
Corporate Counsel Legal Risk Management Tips
September 28, 2022

What is Exit Planning?

Exit Planning combines the plan, concept, effort and process into a clear, simple strategy to build a business that is transferable through strong human, structural, customer, and social capital. The future of you, your family, and your business are addressed by exit planning through creating value today. Selling your business can be an intimidating task. An estimated 80% of a business owner’s wealth is tied to their business. Thus, planning your exit is pivotable to achieving your long term financial and personal goals.

This month’s Risk Management Tip will further explore several considerations for successful exit planning.

Timing Your Exit

It is never too early to start planning your exit. Precision planning and asking yourself “when is the right time to exit?” can make a big difference in obtaining your personal and financial goals.  If you pinpoint when you want to exit, you will be better positioned to target when to initiate the exit planning process and benchmark defined intervals for taking the steps needed to transition your business – and yourself – for the transition. Moreover, performing a routine exit plan evaluation can provide deep insight into the adjustments that should be made along the way to unlock additional value when it comes time to sell or transition the business.

Business owners often associate exit planning with retirement and the end of their professional careers. Having the mindset that planning your exit means you are giving up control of your business makes it difficult for some to actively prepare the exit plan. Business owners often do not realize that an exit plan also helps reduce risk and ensures business continuity should anything unexpected happen to the owner, for exit planning is paramount to maintaining control throughout any transitory period.

Importantly, exit plans are dynamic. Once created, the exit plan should be continually reviewed and revised as needed to meet the objectives and goals of the business and the owner. Thus, exit planning is not simply a way of getting out of a negative situation; rather, it is the best way to maximize the business’ value and achieve your financial and personal goals.

Understanding Your Financial and Personal Goals

As business owners begin to plan for their exit it is important that they understand and prioritize their long term financial and personal goals. Among other things, you should evaluate the financial impact of the proceeds of the sale of your business in comparison to the continuous stream of income you previously received from the business’ profits. Fully understanding your “Wealth Gap” or the amount you will need to sell your business for in order to achieve your personal lifestyle to provide for you and your family post transition. For example, do you want to travel the world, start a new business venture, or fund a charitable organization? Is estate planning to provide for the future of your family a factor in your exit plan and the target dollar amount you wish to achieve?  Analysis of this could in turn influence your decisions and impact the strategic steps needed to maximize the value of your business.

Maximizing Your Business’s Value

A key component of maximizing the value of your business is understanding what purchasers want. A trend in the market is for purchasers to look at competitive differentiation between your business and similarly situated businesses in your industry, considering marketplace opportunity, history of positive cash inflows and net profits, actual and potential recurring revenue streams, limited legal and regulatory risk, and tax efficient structuring.

Managing Your Legal Risks

As part of any business plan, risk mitigation can provide for increased business value as you plan and execute your transition. Internally, having strong contractual relationships with both your employees and your vendors will limit the legal issues that can be triggered with an ownership change. A purchaser being able to assume the contractual relationship and seamlessly transition into the business while limiting the chance of employee or vendor turnover will limit operational disruption likely increasing the value of your business on the open market.

Further, as you initiate the sale of your business it is important to understand your post-sale liability. Has the purchaser assumed all contracts and released you from forgoing liability? Do your agreements with the purchaser have favorable indemnification clauses? Having a well drafted purchase agreement between you and the purchaser will be a focal point of your post-sale risk mitigation.  Thus, it is important to retain experienced counsel to advise you through the process. Ensuring that you receive the full benefit of the bargain can be accomplished through a sale agreement that fully addresses areas of increased risk and possible disagreement between the parties.

Where the sale is a pure asset sale, you should consider the liabilities of the business once the majority of the assets are sold.  Under capitalization of the business post-sale can increase risk for the business owner and derail a successful exit plan. In equity sales, business owners should engage counsel to advise on the company formalities that must be followed to ensure a legally binding sale is accomplished. Analysis of a corporation’s bylaws or a limited liability company’s operating agreement will bring to light how to properly structure the deal, and/or help determine if the company’s business entity documents must be amended to facilitate a smooth and profitable sale.

Further, in heavily regulated industries, such as the financial services industry, it is important to engage counsel to structure the transaction, limiting regulatory risk upon exam of the sale and transition of management. Having counsel to assist in the business owner’s due diligence can greatly reduce risk and adverse actions from the applicable regulatory agencies. 


Exit planning is an important process in the life of every business owner. It requires forethought, analysis of financial and personal goals, pivoting, integration, and understanding which can be accomplished with transparency and effective collaboration with your team of professionals. Importantly, in the financial industry, exit planning is expected for one-person shops and requires experienced counsel to have a seat at the table to provide advice to business owners related to how an organizational change will impact the business.

JLG assists firms and individuals with exit planning, including M&A transactions, succession planning, and pre- and post-sale due diligence. For more information on this topic or to find out about our services, please contact us at (619) 298-2880 or at

Author: Jeremiah Baba Pagno, Attorney; Editor: Michelle L. Jacko, Managing Partner of Jacko Law Group, PC (“JLG”). JLG works extensively with investment advisers, broker-dealers, investment companies, private equity and hedge funds, banks and corporate clients on securities and corporate counsel matters.  For more information, please visit

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