Ralph A. Caruso

Ralph is chair of the firm’s national Business practice group and a transactional lawyer who has substantial experience advising private equity sponsors and strategic investors in connection with complex domestic and cross-border merger, acquisition, and divestiture transactions. For more than 25 years, Ralph has represented leading private equity sponsors and well-known domestic and multi-national companies in some of their most sensitive and important transactions. He also regularly represents management teams in connection with change of control transactions and investment banks in connection with their sell-side and buy-side engagements.

Ralph’s work in these areas has led to him being recognized in the following publications:

• Chambers USA: America’s Leading Lawyers for Business (in which he is ranked in the firm’s “Band 1” Corporate and Mergers and Acquisitions practices and described as being “very smart and unbelievably responsive”);
• IFLR1000 (in which he is considered “Highly Regarded” in the area of Mergers and Acquisitions within the firm’s “Tier 1” Finance and Corporate practices);
• The Best Lawyers in America® (in which he is ranked for the areas of Commercial Transactions / UCC Law, Corporate Law, and Mergers and Acquisitions); and
• Super Lawyers® (in which he is “Top Rated” in the area of Mergers and Acquisitions in Indiana).

Ralph is a 1991 magna cum laude graduate of Le Moyne College, where he earned a Bachelor of Science with a major in business administration, a minor in economics and concentration in finance. He completed his studies at the University of Notre Dame Law School in 1994, where he earned his Juris Doctorate.

Private Equity Transactions

• Represent private equity sponsors and their portfolio companies in platform acquisitions, add on acquisitions, divestitures, carve outs, and recapitalizations in the United States, Canada, Latin America, and Europe.
• Routinely advise sponsors and management teams on transaction structuring, purchase agreement negotiation, and execution of complex roll up and buy and build strategies.

Strategic and Corporate M&A

• Advise public and private companies, as well as strategic investors, on domestic and cross border mergers, stock and asset acquisitions, carve outs, and joint ventures.
• Frequently represent management teams in change of control transactions and investment banks in connection with their sell side and buy side engagements.

Cross Border and Multi Jurisdictional Work

• Extensive experience leading transactions involving targets and portfolio companies in Canada, the United Kingdom, continental Europe, and Latin America.
• Work includes coordinating multi jurisdictional due diligence, addressing cross border regulatory and commercial issues, and tailoring transaction structures to accommodate multi country operations.

Sector Experience

• Regularly handle transactions in technology and software (including cloud based analytics, compliance and connectivity platforms), healthcare and life sciences (including medical and durable equipment, home health and hospice, neuromonitoring, billing, and healthcare technology), and business and investigation services.
• Additional significant experience in consumer and branded products, specialty food and beverage, industrials and building products, and other technology enabled and services based businesses.

Capital Raises and Recapitalizations

• Represent companies and sponsors in private equity led recapitalizations, growth equity investments, and other private capital raises.
• Work closely with portfolio company management on ongoing governance and transaction readiness, including preparing businesses for subsequent strategic sales or sponsor driven exits.