Benjamin M. Farber

Partner New York City, Albany

Co-team leader of Phillips Lytle’s Private Equity Team, Ben is a transactional attorney with over 20 years of experience in representing and advising clients engaged in a broad spectrum of corporate matters.

Ben is regarded for his technical knowledge and expertise associated with an array of transactional matters including mergers and acquisitions, formation and operation of private investment funds, public and private securities offerings. and general corporate governance matters. He is experienced in advising clients through launching and growing their businesses while operating effectively and thoughtfully within the relevant regulatory landscape. He is devoted to the success of his clients, consistently striving to deliver practical, solution-focused judgment and market knowledge in order to provide clients with the highest quality legal service.

Ben has experience representing an extensive list of transactional participants which includes sponsors and managers of private investment funds, publicly-held companies, real estate developers, middle-market and family-owned businesses, venture-backed startups and investors of various stripes ranging from large institutions to high net worth individuals.

Ben is also a member of the firm’s Diversity, Equity & Inclusion Steering Committee.


Education & Admissions

  • New York University School of Law, LL.M., Taxation, 2010
  • Albany Law School of Union University, J.D., cum laude, 1999
  • Cornell University, B.A., 1996
Admitted to Practice
  • New York
  • New Jersey
  • District of Columbia



Private Placement Offerings

Represented issuers in private placement offerings in various contexts, ranging from start-up companies in venture capital investment transactions, companies receiving strategic investments from institutional investors, syndicated offerings for real estate development companies involved in various types of real estate developments (including multifamily housing and self-storage developments) as well as securities offerings to employees.

Public Company Representation

Advise and assist publicly traded companies in connection with registered securities offerings pursuant to the Securities Act of 1933, as amended, and compliance with periodic reporting requirements under the Securities Exchange Act of 1934, as amended.

Private Equity/Venture Capital

Fund Formation

Counseled various venture capital and real estate private equity fund sponsors in all aspects of fund formation including drafting and negotiating limited partnership and limited liability company agreements, drafting of offering memoranda and advising on securities law compliance as well as side letter agreement terms and conditions with select limited partners.

Limited Partner/Investor Representation

Routinely assist a variety of limited partners in connection with proposed investment in a range of investment opportunities including venture capital funds, private equity funds (including negotiation of side letter arrangements for limited partners), independent sponsor-style offerings and early-stage/seed investments in startup companies (e.g., convertible note and SAFE transactions).

Portfolio Company Investments

Regularly participate in the representation of venture capital and private equity funds and other investors in seed stage investments, preferred equity rounds of financing and acquisitions of operating companies.

Independent Sponsor Transaction

Assisted in the representation of an independent sponsor in structuring and negotiating debt and equity financing from a spectrum of investors (high net worth individuals, private investment funds and mezzanine debt providers) in connection with the acquisition of target operating companies.

General Corporate

Regularly represent various companies on corporate governance and other transactional matters including drafting and negotiating of shareholder agreements and limited liability company operating agreements, establishment and administration of equity incentive plans and equity awards to employees and other service providers, restructurings and recapitalizations, representation in equity and debt financing transactions.

Acquisitions and Dispositions/M&A

Counseled numerous buyers and sellers in private mergers and acquisitions transactions. Client engagements have involved all types of acquisition transactions (mergers, asset sales, tax-free reorganizations and other acquisitions with involving tax-focused structures and other considerations) and have included participation in the following transactions:

  • Assisted in the representation of a multinational nutrient blending business in its sale to a European-based life science and materials science conglomerate
  • Counseled manufacturer of high quality branded pest solutions in its sale to specialty chemical manufacturer.
  • Participated in the representation of the largest insurance agency in New York’s Capital Region in its sale to a nationwide insurance brokerage, specializing in property and casualty, corporate benefits, retirement and insurance products.
  • Advised a leading global provider of mission-critical materials analysis equipment in its sale to a Fortune 500 company focusing on the design, manufacture and marketing of products and services to professional, medical, industrial and commercial clientele.
  • Assisted in the sale of the North American operations of a European manufacturer and distributor of domestic and commercial water and space heating systems to a Canadian industrial company that is a leading provider of in-home heating products which are sold primarily to North American wholesalers supplying the residential HVAC industry.

Speaking Engagements

View All
  • Presenter, “Challenges Faced When Transitioning from Independent Sponsor Deals to Managing a Private Equity Fund,” iGlobal Forum, 13th Independent Sponsors Summit, September 2022
  • Panelist, “Opportunity Zones: What is the Impact on Investment and Economic Development in Western New York,” Phillips Lytle Panel Program, May 2019
  • Presenter, “Drafting Effective Shareholder and Operating Agreements for the Closely-Held Business and Pitfalls that May Arise for Estates in the Absence of Such Agreements,” NYSBA’s Trusts and Estates Law Section Fall Meeting, September 2017
  • Legal Expert, SUNY Polytechnic Institute’s HelpDesk Event, December 2015
  • Presenter, “Cross Border Practice – What to Consider When Seeking to Expand Across the Border,” Northeast DAS & Small Cell Association Toronto Workshops and Social: The Art of Development, September 2015
  • Presenter, “Protecting the Company: Working with Outside Parties,” Clean Tech Talks, Albany Law School, June 2105
  • Speaker, “Income Tax Treatment of Pass Thru Entities,” The Business Council of New York State’s 2015 Annual Conference on State Taxation, June 2015

Activities & Professional Associations

Present Activities

  • Cornell Alumni Admissions Ambassador Network, Member

Past Activities

  • Albany Law Review, Executive Editor for Lead Articles

Professional Associations

  • American Bar Association
    • Business Law Section
    • Section of Taxation
  • Association for Corporate Growth
  • New York State Bar Association
    • Business Law Section
    • Tax Law Section

Articles & Publications


  • Co-Author, “Operational Issues for Medical Marijuana Producers,” Buffalo Law Journal, July 2015


  • Co-Author, “US Regional Real Estate – New York,” Chambers Global Practice Guide, May 2023
  • Co-Author, “US Regional Real Estate – New York,” Chambers Global Practice Guide, June 2022
  • Co-Author, “US Regional Real Estate – New York,” Chambers Global Practice Guide, May 2021
  • Co-Author “USA Regional Real Estate – New York,” Chambers Global Practice Guide, May 2020