Grayson S. Hale


Grayson Hale, a founding partner of Morningstar Law Group, is a transactional business attorney that approaches the practice of law in a practical, business-oriented and cost-effective manner. His practice focuses on middle market and lower middle market companies and their owners, investors and executives in connection with mergers and acquisitions/dispositions; ownership succession structuring and implementation, including employee stock ownership plans (ESOP); finance; and other business transactions and matters those clients face. Grayson also serves as outside general counsel for numerous companies.

While his clients operate in a wide variety of industries, Grayson has significant expertise and experience and leads the firm’s “A/E/C” practice in representing:

  1. •Engineering, architecture, landscape architecture, geology, accounting and other professional service firms and general contractors, each in all sizes, in merger, acquisitions/dispositions, ownership succession and day-to-day business matters
  2. •Advising those firms in the expansion and/or structuring their operations, particularly in compliance with regulatory professional and entity licensing throughout the United States

Other industry clients include hotel development and management, manufacturing, wholesale, software and high technology, education, electric power generation and management, retail and restaurants.

Grayson has been personally involved in several disposition and acquisition transactions and that experience provides Grayson with a deep understanding of the non-legal implications involved with buying or selling a business. Further, his work in managing Morningstar bolsters his insight into operating entities, all of which translate into more practical and effective legal counsel

Professional Background and Achievements  in Business Law

Prior to co-founding Morningstar in 2012, Grayson practiced for over 14 years with national and international law firms. He spent the first several years in Dallas, Texas with Jenkens & Gilchrist and Brobeck, Phleger & Harrison, focusing on representing technology businesses in venture financings, public offerings, mergers and acquisitions and tax matters. After moving to Raleigh in 2002, he became a partner in the corporate group of the international law firm of K&L Gates and the legacy North Carolina firm it acquired, Kennedy Covington.

In a 2013 survey of North Carolina attorneys, Grayson was voted as the top business lawyer in State of North Carolina and permanently inducted into the Business North Carolina’s Legal Elite Hall of Fame. Grayson has also been recognized each year since 2014 in the industry publication Super Lawyers in the Business/Corporate and/or Mergers & Acquisitions practice areas, making the “Top 100” list in 2015 and 2016. He was also named in Business North Carolina magazine’s “Legal Elite” for Business/Corporate law (2011 – 2013) and was recognized in Triangle Business Leader as an “Impact Lawyer” (2010) and “Top Lawyer” and by the peer review based Best Lawyers in 2019 for Mergers & Acquisitions and Corporate Law.


A native of Arkansas, Grayson has undergraduate degrees from Arkansas Tech University in accounting and business administration, as well as a Masters of Business Administration degree from the University of Central Arkansas. Grayson is a graduate of the University of Arkansas Law School (cum laude). While practicing in Texas, Grayson completed several Masters in Tax Law classes at Southern Methodist University. He is also a Certified Public Accountant (Texas and Arkansas inactive) and is licensed to practice law in North Carolina, Arkansas and Texas.

Presentations/Publications in Transactional Business Law

In addition to a variety of published articles, Grayson is a frequent speaker at local, regional and national business and legal conferences, including:

  1. Guest Adjunct Professor, “Joint Ventures,” The University of North Carolina – Kenan Flagler School of Business, Master Business Administration Program, 2018.
  2. “It’s An Auction – M&A Case Study,” 2017 Capital Strategies and M&A Forum for A/E/C Industry, Panelist, May 2017
  3. “Determining the Value of a Firm,” 2017 Capital Strategies and M&A Forum for A/E/C Industry, Panelist, May 2017
  4. “Expecting the Unexpected To Avoid Landmines in M&A and Organic Growth,” A/E/C Growth & Ownership Strategies Conference, Speaker, November 2016
  5. “What Does an ‘Of Counsel’ Position Look Like,” Mapping Your Retirement: Practicing Without Fear, North Carolina Bar Association CLE, Speaker, September 2016
  6. “Lessons Learned from M&A’s Gone Wrong,” 2016 Capital Strategies and M&A Forum for A/E/C Industry, Speaker, May 2016
  7. “Negotiating a Successful M&A Deal – Understanding the Rule and Risks,” Retrospective, Winter 2015 Issue
  8. “Strategic Alternatives for Partial ESOP Companies,” Capital Strategies and M&A Forum, Speaker May 2015
  9. “Managing Risk and Insurance During Ownership Transition,” Capital Strategies and M&A Forum, Speaker May 2015
  10. “Ropes Course: Navigating Mergers & Acquisitions,” ACEC – North Carolina, 2014 Annual Meeting
  11. “Corporate and Employment Law Developments,” North Carolina Bar Association Corporate Counsel Section Annual Meeting, January 2014
  12. ACEC – North Carolina, 2013 Small Business Forum “Ownership Transition Techniques”
  13. ACEC 2012 Annual Convention, CFO Council Forum, M&A/Capital Markets
  14. “Keys to Successful M&A and Minefields to Avoid,” Zweigwhite, 2011 AEC Mergers & Acquisitions Summit
  15. “North Carolina’s Mini-Brooks Act: How it Works; How to Comply,” K&L Gates LLP Seminars, 2010
  16. “Private Placements: Raising Capital with Regulation D,” Raising Capital Forum, January 2010
  17. “Capital Ideas,” Association for Corporate Growth—Raleigh Durham, October 2009
  18. “M&A From A To Z: Ingredients in Acquisition Alphabet Soup,” North Carolina Bar Association CLE, May 2009
  19. “How to Effectively Utilize Your Paralegal,” North Carolina Bar Association CLE, 2008
  20. “Buying and Selling a Business and Business Valuations,” North Carolina CLE Seminar, 2008
  21. “Negotiating the Terms of Your Deal,” Association for Corporate Growth—Raleigh Durham, 2008
  22. “Grappling with Mergers, Acquisitions and Alternatives,” Association of Corporate Growth—Raleigh Durham, 2007
  23. “Buying and Selling a Business, M&A Structuring and Tax Issues,” Lorman, 2007
  24. “Issues in Mergers & Acquisitions Valuation,” Grant Thornton LLP & Kennedy Covington Joint Seminar,  2006
  25. “Intellectual Property in M&A,” Grant Thornton LLP & Kennedy Covington Joint Seminar, 2006
  26. “Selected Issues In Negotiating Venture Term Sheets,” First Flight Venture Center, 2005
  27. “Term Sheets in Venture Capital Financings,” Council for Entrepreneurial Development, FastTrac Program, 2004
  28. “M&A Structuring: Methods of Buying & Selling A Business,” Grant Thornton LLP & Kennedy Covington Joint Seminar, 2004
  29. “Costly, But Common Mistakes in M&A Transactions,” Grant Thornton and The Staubach Company Joint Seminar, 2004
Professional Activities/Achievements

Grayson is highly committed to his community and is involved in the following organizations:

  1. American Council of Engineering Companies (ACEC) Legal Forum Member
  2. American Council of Engineering Companies of North Carolina, Member
  3. March of Dimes, Board of Directors, State of North Carolina (2008-2017); Treasurer and Chair, Finance Committee (2009-2017)
  4. Association of Corporate Growth – Raleigh Durham Chapter, Board of Directors (2009-2013)
  5. Association of Corporate Growth, Membership Committee (2005-2008)
  6. Association of Corporate Growth, Programs Committee (2009-2013)
  7. University of Arkansas Alumni Association, Triangle Chapter, President, 2005-2008
  8. Duke University, Biotechnology for Business,  Executive Education Program, May 2004
  9. North Carolina Bar Association (Business Section)
  10. Council for Entrepreneurial Development
  11. Greater Raleigh Chamber of Commerce-Leadership Raleigh, Graduate
  12. United Way, Fund Raising Account Executive
Representative Work in Transactional Business Law

Representative transactional experience includes:

  1. Represented Cardno, Inc. in acquisition and disposition of multiple engineering, construction and related companies.
  2. Represented multiple regional, national and international engineering, architecture and related professional service companies in structuring business for compliance with North Carolina law, including multiple acquisitions and representation before the North Carolina Board of Examiners for Engineers and Surveyors, North Carolina Board of Architecture, North Carolina Board of Landscape Architects and North Carolina Board for Licensing of Geologists. Significant experience with respect to North Carolina pre “1969” grandfather corporations.
  3. Represented architecture and engineering companies in general corporate work, including, securities compliance, corporate and entity governance, succession planning, nationwide licensing, service agreements, disputes with owners, subcontractor arrangements and disputes, complaints, and employment issues.
  4. Represented Texas based architecture and engineering firm in merger with public architecture and engineering company.
  5. Represented architecture and engineering company management in leveraged ESOP transaction in connection with an ownership transition.
  6. Represented Raleigh based architecture firm in merger with regional architecture and engineering firm.
  7. Represented North Carolina based architecture firm in its sale.
  8. Represented “Stalking Horse” buyer in its acquisition of a laboratory business pursuant to a Section 363 bankruptcy sale.
  9. Represented The Kleinfelder Group, Inc. in its acquisition of Trigon Engineering Consultants, Inc., an engineering and geotechnical firm.
  10. Represented PowerSecure, Inc. (POWR) in acquisitions and reorganization of its engineering and engineering consulting business.
  11. Represented Concord Hospitality Enterprises Company in connection with development of numerous internationally branded hotels throughout North America with joint ventures, including debt financing and equity offering.
  12. Represented SaaS and a software distribution company in their respective sales to a private equity fund.
  13. Represented an automobile dealership in its sale of a Mitsubishi dealership.
  14. Represented management in a management buy-out of a distribution division.
  15. Represented the company in a leveraged ESOP transaction with senior, mezzanine and subordinated debt.
  16. Represented private equity fund in mezzanine loan and equity kicker in connection with the purchase of a manufacturing company.
  17. Represented multiple high tech companies in angel and preferred stock financings.
  18. Represented national restaurant chain in its reorganization, including North Carolina Alcohol Beverage Control licensing.
  19. Represented multiple manufacturers in drafting and negotiating supply, distribution, confidentiality, development, marketing, employment and consulting agreements.

Grayson S. Hale

Rated by Super Lawyers

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Grayson S. Hale

Rated by Super Lawyers

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