Courthouse Plaza
199 Main Street
Burlington, VT 05401
ph: 802-863-2375
dir: 802-846-8309

Seasoned business attorney, focused on helping clients build value.

Paul Ode provides strategic corporate and business advice to a range of established businesses and growing entrepreneurial companies. He structures and closes acquisitions and divestitures. He assists clients with raising capital, negotiates clients’ critical contractual arrangements and helps find solutions to problems that could threaten the trajectory of his clients’ businesses. Paul also guides clients through financing transactions and restructurings, and assists them with achieving compliance with regulatory requirements. As managing partner and CEO at Downs Rachlin Martin from 2008 through 2017, Paul has a unique perspective when it comes to achieving clients’ most important business objectives.

  • In 2018, Paul led the team that represented Sonnax Industries, an ESOP company that manufactures specialty automotive aftermarket products, in its sale to a subsidiary of Berkshire Hathaway. He also led efforts to complete the restructuring of a specialty beverages company and its subsequent sale to a strategic buyer, the recapitalization of an apparel company and the closing of over $275,000,000 in debt financings.
  • In 2017, Paul led teams on the sale of Vermont Creamery, a specialty cheese company, to Land O’Lakes, the sale of NutraGenesis, a nutraceutical ingredients company, to Innophos and Mass. Bay Brewing Company’s acquisition of the Clown Shoes beer brand.
  • In 2015, Paul led a team representing Country Home Products in its sale to Generac. The transaction was on an accelerated track, and it required significant tax-driven structuring, divestment of an overseas joint venture and compliance with requirements related to existing EB-5 financing. The comment from the acquiring company’s general counsel was this: “This was probably the smoothest deal I’ve ever worked on. A truly enjoyable experience.”
  • Paul regularly represents borrowers and issuers in the placement of secured and unsecured debt, both in traditional bank-led credit facilities, as well as private placements of notes and bond financings. Since 2012, he has led teams closing on over $500,000,000 of debt financing. Clients have benefited from his ability to get the deals closed within the client’s prescribed timeframe, without surprises.
  • Represented the surviving corporation in the merger of Vermont’s two largest electric utilities, and he continues to represent the surviving corporation on various matters, including asset acquisitions and financing transactions.
  • For over a decade, Paul represented a publicly traded Canadian corporation with respect to the operations of several US-based direct and indirect subsidiaries. This representation included the restructuring, domestication and ultimate merger of a foreign subsidiary with an affiliated company in a transaction that enabled the client to achieve both its business and tax objectives.
  • Frequently assists clients in developing equity-based and quasi-equity-based incentive programs for their key managers. He has assisted several clients with adopting ESOPs.
  • Paul enjoys working with the entrepreneurs who are leading start-up and early stage companies. He has assisted clients who are launching or growing companies in the financial services, cheese, ice cream, beverage, footwear and other businesses.

Cornell Law School, J.D., cum laude, 1981

Middlebury College, B.A., cum laude, 1978

Admissions & Clerkships

Law clerk to the Honorable Albert W. Coffrin, Chief Judge for the U.S. District Court for the District of Vermont, 1981-1982

U.S. District Court, District of Vermont, 1982

Vermont, 1982

Memberships & Activities
  • Flynn Center for the Performing Arts, member of Board of Directors
  • Parks Foundation of Burlington, member of Board of Directors
  • American Bar Association Corporate Laws Committee, member and Vermont State Liaison
  • Vermont Business Roundtable, former member of Board of Directors
  • Vermont Bar Association, Business Association Law Section, member and former Chair
  • United Way of Chittenden County, former member of Board of Directors, former Chair of United Way Campaign
  • City of Burlington Design Review Board, former member
  • Greater Burlington YMCA, former member of Board of Directors
  • Northern Vermont Chapter of the American Red Cross, former member, and Chair, of the Board of Directors
  • Vistage, a CEO peer group organization, former member
Accolades & Awards
  • Listed in Best Lawyers®, Corporate Law, Mergers and Acquisitions Law, 2005-2022
  • 2018 Best Lawyers regional "Lawyer of the Year" award for corporate law
  • 2019, 2015 Best Lawyers regional "Lawyer of the Year" award for mergers and acquisitions law
  • 2010 Best Lawyers regional "Lawyer of the Year" award for corporate law
  • Included, consistently since 2003, in the first tier of Vermont lawyers in Chambers USA: Guide to America's Leading Lawyers for Business
  • Ranked, consistently, among the top five percent of attorneys in Vermont by Super Lawyers® magazine in the areas of business/corporate law and mergers and acquisitions
  • Holds Martindale-Hubbell's AV® peer rating, the highest rating attainable
  • Awarded the 2004 Board Member of the Year Award for his service to the United Way
  • Awarded the Lake Champlain Regional Chamber of Commerce's 2003 Community Excellence Award for service to the community
Courthouse Plaza
199 Main Street
Burlington, VT 05401
ph: 802-863-2375
dir: 802-846-8309

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