Boston financial district office tower

Ashcroft & Reid LLP — Boston, Massachusetts — Est. 1991

Counsel that holds
in the difficult moments.

We advise technology, healthcare and manufacturing companies on the transactions and disputes that define their trajectory. Senior attorneys on every matter. No hand-offs.

Corporate & Commercial Law Technology · Healthcare · Manufacturing AV Preeminent Rated

The Firm

Founded
1991, Boston
Partners
12
Associates
28
Office
One Federal Street
Rating
AV Preeminent (Martindale)

A firm built around the work, not around the pitch.

Ashcroft & Reid was founded in 1991 by Richard Ashcroft and Patricia Reid, two former partners at large national firms who believed their clients deserved something the largest platforms struggle to deliver: a senior attorney at the table at every stage of a matter, not just at signing.

Thirty-four years on, the firm has grown to twelve partners and twenty-eight associates, all organised around three industry verticals where we have genuine depth — technology, healthcare, and manufacturing. We do not take every matter that comes through the door. We take the ones where our knowledge of the sector makes a measurable difference to the outcome.

Our clients are founders raising their first institutional round, CFOs navigating a cross-border acquisition, and general counsel managing complex regulatory exposure. The common thread: they need lawyers who understand the business, not just the documents.

Practice Areas

Eight practice areas.
One integrated team.

  1. 01

    Entity Formation & Governance

    Incorporation, LLC structuring, shareholder agreements, board governance, and equity plan design for founders and institutional investors from seed stage through Series C and beyond.

  2. 02

    Mergers & Acquisitions

    Buy-side and sell-side M&A from letter of intent through closing — including due diligence management, purchase price mechanisms, representations & warranties, and post-closing adjustments.

  3. 03

    Commercial Contracts

    Enterprise SaaS agreements, manufacturing supply contracts, distribution frameworks, licensing arrangements, and strategic partnership agreements negotiated to close efficiently without unnecessary exposure.

  4. 04

    Securities & Financing

    Preferred equity rounds, convertible instruments, venture debt, private placements, and Securities Act compliance for companies at every stage of their capital formation journey.

  5. 05

    Joint Ventures

    Structuring, negotiation and documentation of joint venture arrangements across technology development partnerships, co-manufacturing agreements, and strategic alliances between US and international counterparties.

  6. 06

    Shareholder Disputes

    Representation of majority and minority shareholders, boards, and special committees in disputes over governance rights, drag-along and tag-along provisions, valuation disagreements, and oppression claims.

  7. 07

    Regulatory Compliance

    FDA regulatory strategy for medical device and pharmaceutical companies, FTC and DOJ merger review, HIPAA compliance programs, and export control advisory across ITAR and EAR-regulated sectors.

  8. 08

    Commercial Litigation

    Business-to-business disputes in state and federal courts, commercial arbitration, and pre-litigation dispute resolution strategy. We litigate when necessary and settle intelligently when the economics warrant it.

Sector Focus

Industry knowledge that changes
the quality of the advice.

We do not serve every sector. Where we do work, we have spent years building knowledge that allows us to give faster, more precise counsel than a generalist firm can provide.

Technology sector — digital data and analytics

Technology

Software, SaaS & Digital Infrastructure

We have represented technology companies from pre-seed through public offering for over two decades. Our attorneys understand software revenue recognition, open source licensing risk, data privacy compliance under CCPA and GDPR, and the specific deal terms that define venture-backed company acquisitions — including earnouts tied to ARR milestones and preferred liquidation mechanics. When a strategic acquirer or PE firm is across the table, that knowledge is not incidental.

Healthcare sector — executive boardroom

Healthcare

Life Sciences, Medical Devices & Health Systems

Healthcare transactions carry regulatory risk that sits outside the four corners of the purchase agreement. Our team advises on FDA regulatory pathways and their impact on deal timelines, Stark Law and Anti-Kickback compliance in healthcare-adjacent acquisitions, HIPAA business associate obligations in data-driven health companies, and reimbursement exposure in provider-side acquisitions. We understand what a clean FDA enforcement history is worth to a buyer — and how to protect it on the sell side.

Manufacturing sector — industrial building

Manufacturing

Industrial, Advanced Materials & Supply Chain

Manufacturing clients face a particular set of legal pressures: multi-jurisdiction supply agreements that must survive geopolitical disruption, export control regimes under ITAR and EAR that constrain who can own the business, environmental liability in asset acquisitions, and collective bargaining agreements that complicate change-of-control transactions. We have worked on the acquisition side of plant closings, the vendor side of qualified supplier agreements, and the governance side of family-owned manufacturers preparing for institutional capital.

Professional Services — law firm office interior

Professional Services

Consulting, Engineering & Financial Advisory Firms

Professional services firms present governance and succession questions that commodity corporate practice is not equipped to answer well. We advise on partnership equity structures that align incentives across founding and laterally-hired partners, non-solicitation and non-competition frameworks enforceable under Massachusetts law post-Shields v. Beckman guidance, and the sale of professional services businesses to both strategic and private equity acquirers — including managing client consent obligations that standard M&A checklists routinely miss.

Our People

The attorneys who will work
on your matter.

At Ashcroft & Reid, partner involvement is not a marketing commitment. It is how every engagement is structured. Each biography below includes the partner's direct contact details — because that is who you will speak to.

Richard Ashcroft, Founding Partner

Richard T. Ashcroft

Founding Partner — M&A & Securities

Richard Ashcroft co-founded the firm in 1991 after twelve years at Ropes & Gray, where he led the M&A practice's technology industry group. He has advised on more than 180 transactions across his career, with a particular focus on founder-led technology companies navigating their first institutional sale or strategic acquisition. His approach is direct: he tells clients what a deal is worth, what the principal risks are, and when walking away is the better answer.

Representative Transactions

  • Sale of enterprise software company to public strategic acquirer, SaaS, $340M
  • Series C preferred equity financing, healthcare data analytics, $65M
  • Cross-border acquisition of Canadian medical device manufacturer, $112M
  • Recapitalization and minority equity sale, advanced manufacturing, $88M
  • Contested management buyout, professional services platform, $47M

Admissions & Education

  • Commonwealth of Massachusetts (1982)
  • United States District Court, District of Massachusetts (1983)
  • J.D., Harvard Law School, 1981 — cum laude
  • A.B., Yale University, 1978 — Economics

Publications & Speaking

  • "Earnout Design in Technology M&A: Avoiding the Common Failure Modes," The Business Lawyer, 2024
  • Panelist, ABA Business Law Section Annual Meeting, M&A Committee, 2023
  • "Representations & Warranties Insurance: What Has Changed and What Has Not," Boston Bar Association, 2022
Patricia Reid, Founding Partner

Patricia M. Reid

Founding Partner — Regulatory & Healthcare

Patricia Reid's practice centers on the intersection of regulatory compliance and corporate transactions in the healthcare and life sciences sector. Before co-founding Ashcroft & Reid, she spent eight years at Mintz Levin advising medical device and pharmaceutical companies on FDA regulatory strategy and healthcare fraud and abuse compliance. She is recognized as one of the leading healthcare transaction attorneys in New England and has been selected to the Super Lawyers list each year since 2004.

Representative Transactions

  • 510(k) clearance strategy and M&A support, diagnostic device company, $78M exit
  • HIPAA compliance build-out and Series B financing, digital health platform, $32M
  • FTC merger review, hospital supply company acquisition, $210M
  • Stark Law compliance restructuring, multi-site physician practice, ongoing
  • Anti-Kickback settlement negotiation and corporate integrity program, healthcare SaaS

Admissions & Education

  • Commonwealth of Massachusetts (1986)
  • District of Columbia Bar (1987)
  • J.D., Georgetown University Law Center, 1985 — cum laude
  • B.S., Tufts University, 1982 — Biology & Policy

Publications & Speaking

  • "Data Privacy in Digital Health Transactions: Due Diligence Beyond the Checklist," Health Affairs, 2025
  • Keynote, MassMedic Annual Conference, FDA Regulatory Track, 2024
  • "The FTC's Evolving Position on Healthcare Mergers," Boston Bar Association Health Law Section, 2023
James Vance, Partner

James W. Vance

Partner — Commercial Contracts & Technology Transactions

James Vance joined Ashcroft & Reid as a partner in 2009 after seven years leading the technology transactions practice at a regional firm. His work focuses on the commercial agreements that form the operational backbone of technology and manufacturing companies: enterprise SaaS agreements, OEM and reseller arrangements, IP licensing, and complex multi-party supply contracts. General counsel at growth-stage companies frequently instruct him on a retained basis, valuing the speed and precision he brings to high-volume contract negotiation.

Representative Transactions

  • Enterprise platform agreement, manufacturing ERP software to Fortune 500 customer, $18M TCV
  • Global OEM licensing arrangement, semiconductor IP, multi-jurisdiction
  • Supply chain framework agreement, aerospace-grade components, 5-year term
  • Joint development agreement, clinical-stage medical device company and hospital system
  • SaaS MSA and DPA program, healthcare data platform, 200+ enterprise customers

Admissions & Education

  • Commonwealth of Massachusetts (1999)
  • State of New York (2000)
  • J.D., Boston University School of Law, 1998 — magna cum laude
  • B.S.E.E., MIT, 1994 — Electrical Engineering & Computer Science

Publications & Speaking

  • "Limitation of Liability Caps in Enterprise Software Agreements: Market Standards and Negotiation Leverage," Software Law Bulletin, 2024
  • Speaker, Association of Corporate Counsel, New England Chapter, Technology Track, 2023
Katherine Chen, Partner

Katherine L. Chen

Partner — Commercial Litigation & Shareholder Disputes

Katherine Chen leads the firm's litigation practice with a focus on business-to-business disputes, shareholder and partnership disputes, and complex commercial arbitration. She has tried cases in Massachusetts Superior Court and the Business Litigation Session, argued before the Massachusetts Appeals Court, and represented clients in AAA commercial arbitrations. Before joining Ashcroft & Reid, she served as a federal law clerk for the Honorable Richard G. Stearns in the District of Massachusetts.

Representative Matters

  • Minority shareholder oppression claim, technology company, Massachusetts Business Litigation Session, plaintiff verdict
  • Breach of acquisition agreement, post-closing purchase price adjustment dispute, $22M in controversy, AAA arbitration
  • Enforcement of non-solicitation covenant, senior executive departure, healthcare services company
  • Trade secret misappropriation, advanced manufacturing, preliminary injunction obtained
  • D&O claim defense, venture-backed SaaS company, JAMS arbitration, matter settled on favorable terms

Admissions & Education

  • Commonwealth of Massachusetts (2004)
  • United States District Court, District of Massachusetts (2004)
  • United States Court of Appeals, First Circuit (2005)
  • J.D., Columbia Law School, 2003 — Harlan Fiske Stone Scholar
  • A.B., Harvard University, 2000 — Government

Publications & Speaking

  • "Earnout Disputes in Massachusetts Courts: Lessons from Recent Business Litigation Session Decisions," Massachusetts Lawyers Weekly, 2025
  • Panelist, Boston Bar Association Litigation Section, Commercial Disputes Program, 2024

Representative Matters

A selection of recent work.
Client names withheld.

The following matters are described in terms consistent with client confidentiality obligations. Deal type, sector, and approximate value are disclosed; parties are not identified.

Mergers & Acquisitions

  • Strategic Acquisition Sale of enterprise software platform to public technology acquirer. SaaS revenue model, multi-jurisdiction employment issues. $340M.
  • Management Buyout Sponsor-backed buyout of family-owned precision manufacturer, ESOP rollover, senior and mezzanine debt structuring. $95M.
  • Cross-Border M&A Acquisition of Canadian medical device manufacturer by Boston-based strategic buyer, ITAR compliance, HSR filing. $112M.
  • Add-On Acquisition PE-backed healthcare IT platform acquires regional competitor, SaaS transition, HIPAA diligence. $58M.

Securities & Financing

  • Series B Preferred equity financing, healthcare SaaS platform. Lead investor, two co-investors, SAFE conversion. $28M.
  • Series C Preferred equity financing, clinical decision support technology. Four-investor syndicate, protective provisions negotiated. $65M.
  • Convertible Note Bridge financing, advanced materials startup. Conversion mechanics and cap negotiation. $8.5M.
  • Venture Debt Growth capital facility, manufacturing technology company, Silicon Valley Bank syndicate. $22M.

Disputes & Litigation

  • Shareholder Dispute Minority oppression and deadlock, two-founder technology company, Massachusetts Business Litigation Session. Resolved.
  • Post-Closing Dispute Purchase price adjustment and indemnification claim, healthcare acquisition. AAA arbitration. $22M in controversy.
  • Trade Secret Misappropriation of proprietary manufacturing process by departing employee. Preliminary injunction granted, matter settled.
  • Contract Dispute Breach of long-term supply agreement, industrial components, Suffolk County Superior Court. Arbitration clause enforced.

Insights

Commentary from the practice.

We write for general counsel and CFOs who need to understand the legal dimension of business decisions, not for law review editors.

Regulatory commentary — city skyline

Regulatory June 2026 — 9 min read

The FTC's Revised Merger Guidelines and What They Mean for Technology Company Acquisitions in 2026

The Commission's 2023 guidelines have now been tested in the courts and in front of administrative law judges. General counsel advising boards on acquisition strategy need to understand where the new enforcement posture has held and where it has not.

Read the commentary
M&A deal terms — boardroom

M&A April 2026 — 7 min read

Earnout Mechanics in a Higher-Rate Environment: How Deal Terms Have Shifted Since 2022 and Where Sellers Are Losing Ground

The earnout structures that closed in 2021 bear little resemblance to what buyers are proposing today. Revenue-based milestones, tighter measurement periods, and heightened clawback provisions represent real economic risk that sellers must negotiate carefully.

Read the commentary
Corporate governance — law office

Governance February 2026 — 6 min read

Board Independence Requirements for Venture-Backed Companies: When Investor Directors Create Fiduciary Exposure and How to Structure Around It

Most startup boards are not structured with the transaction in mind. When a sale or financing creates a conflict between what is best for preferred shareholders and what is best for the company, the board composition at that moment matters considerably more than founders expect.

Read the commentary

Frequently Asked

How we work
with clients.

These are questions general counsel, CFOs and founders ask before engaging the firm. We answer them directly.

Contact

Reach a partner
directly.

The appropriate starting point is a direct conversation with the partner whose practice is most relevant to your matter. Use the contact details below. No intake coordinators, no screening forms.

Richard T. Ashcroft M&A & Securities r.ashcroft@ashcroftreId.example +1 (617) 555-0191
Patricia M. Reid Regulatory & Healthcare p.reid@ashcroftreId.example +1 (617) 555-0192
James W. Vance Commercial Contracts j.vance@ashcroftreId.example +1 (617) 555-0193
Katherine L. Chen Litigation & Disputes k.chen@ashcroftreId.example +1 (617) 555-0194
Ashcroft & Reid LLP
One Federal Street, Suite 2400
Boston, MA 02110
Main: +1 (617) 555-0190

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