Edward Lawton is an attorney and a member of the Business Practice Group at Axley. His practice focuses on a variety of business transactional matters including the acquisition and sale of businesses, corporate governance, taxation, real estate, and securities regulation.
Mr. Lawton has assisted clients in the following areas:
- Mergers and acquisitions, asset purchase agreements, stock purchase agreements, and merger agreements
- The purchase and sale of businesses including the acquisition of distressed businesses
- Shareholder and limited liability company member disputes
- Loan counseling, life insurance companies, Fannie Mae and Freddie Mac
- The negotiation and drafting of limited liability company operating agreements and shareholder agreements for business corporations
- The sale, purchase, license, and use as collateral of intellectual property assets
- The private placement of exempt equity securities including the syndication of interests in commercial real estate
- The purchase and sale of commercial real estate, including purchase and sale agreements, offer to purchase, due diligence, title review, estoppel certificate and closing procedures
- The financing of significant commercial real estate transactions and the refinancing of indebtedness secured by commercial real estate including the preparation and negotiation of loan documents
- Real estate development matters including development parcel acquisition, drafting condominium documents, and land use and development entitlement issues
- The acquisition and financing of low income housing projects
- The negotiation and drafting of commercial real estate leases including leases for office, industrial, retail and agricultural properties (triple net, gross, and modified gross leases)
- Commercial real estate lease enforcement and disputes
- Drafting land contracts and negotiating terms of real estate purchase and sale transactions involving land contracts
- Workout transactions involving loans and leases in default
- Non-Compete, Non-Solicitation, Confidentiality and Assignment of Invention Agreements
- Adverse possession disputes
- Doctrine of acquiescence disputes
- Easement disputes
- Preparation and negotiation of easement documents
- Cell site lease issues
- Disputes involving rights of way for utilities
- Dissolution and winding up of limited term technology licensing businesses
- Ground leasing matters
- Zoning ordinance enforcement matters
- Conditional use permits and other local government approvals including representation before local government bodies in Waukesha County and South East Wisconsin
- Local counsel opinions
- Major Frac Sand projects
- Construction Contracts
- Buy and Sell Agreements
- Drafting, review, and negotiation of complex operating expense charge back provisions in triple net leases and modified triple net leases including various floor and exclusion provisions.
- Drafting, review, and negotiation of complex indemnification provisions in various types of contracts including analysis and drafting of exclusions and scope provisions and analysis of insurance coverage issues with respect to indemnification.
Admitted to practice in the State Courts of Wisconsin and Federal Court for the Western District of Wisconsin.
EducationJ.D., B.B.A., Accounting, University of Wisconsin - Madison
Involvement & Recognition
- Member, State Bar of Wisconsin
- Member, Western District of Wisconsin Bar Association
- Member, BOMA Wisconsin
- Named to the 2011, 2013-2021 Wisconsin Rising Stars Lists (Primary Area of Practice: Business/Corporate Law)
- Named 2012 Up and Coming Lawyer by the Wisconsin Law Journal
- Recognized in The Best Lawyers in America© (2022 Edition) – Real Estate Law
Represented developer and manager of hotel in connection with investment in project by outside investor involving negotiation of right of first refusal and other agreements.
Represented several developers in drafting and negotiation of TIF development agreements with Wisconsin municipalities and in negotiation and drafting of related bank financing using “pay as you go” TIF payments as collateral.
Represented purchasers in large frac sand and resort land assemblage transactions in Wisconsin and Texas.
Counseled numerous executives of large companies regarding compensation, non-compete agreements, equity ownership, deferred compensation, and related issues.
Represented purchaser of staffing and recruiting agency including negotiation and drafting of complex earnout arrangement.
Represented large lumber yard operator as purchaser in roll up transaction of regional lumber yard operation.
Counseled clients in liquor license regulations (City of Madison and other municipalities) including in connection with resort and hotel management arrangements.
Represented commercial property developers in significant construction loan financing transactions (banks) and permanent loan financing transactions (life insurance companies).
Represented industrial borrowers in industrial revenue bond financing transactions.
Represented owner of hotel in negotiating agreements for investment by the third party manager in the hotel ownership entity.
Represented numerous commercial property owners in 1031 exchange (Starker) transactions including parking arrangements.
Represented seller of a large industrial building located in southeast Wisconsin in the sale of the property involving a complex pre-closing occupancy arrangement resolution of title issues, and 1031 exchange as to sale proceeds.
Represented purchaser in a stock acquisition of a Midwest transportation services business.
Represented industrial property investor in the acquisition, leasing, and disposition of industrial property.
Represented numerous office building owners and tenants in drafting and negotiation of leases including, addressing build-out and tenant improvement allowance issues and right of first refusal and other preemptive rights.
Represented owner of restaurant franchise in the sale of operating business and real estate and the 1031 exchange of real estate proceeds into a triple net leased industrial property.
Represented purchaser of portfolio of restaurant franchises in acquisition of businesses and various lease and guaranty modifications and landlord consent issues.
Represented hotel owner in sale of hotel to investor group.
Counseled clients regarding the OSHA silica rules including advice regarding employee notices, testing requirements, and medical surveillance requirements.
Attorney Ed Lawton and Attorney Don Murn represented a client in the successful completion of a $26.5 million refinance transaction. The transaction required the client to defease their existing mortgage loan. Attorney Lawton and Attorney Murn dealt with the complex array of loan and defeasance documents on behalf of their client to complete the transactions and also guided the client and the other parties through the complex multi-tier ownership structure that governed the underlying real estate asset.