Thomas M. Calascibetta

A principal in the Corporate practice group, Tom brings a pragmatic, bottom-line perspective to matters that often raise novel issues or risks. His practice has an emphasis on technology, healthcare and data-intensive businesses, where key transactional concerns, operational realities and compliance imperatives must all be addressed and aligned. Responsive, agile and committed to his clients’ success, Tom delivers clear, actionable counsel and leading-edge recommendations that allow his clients to make informed business decisions.

Tom advises clients on a broad range of technology and healthcare transactions, including SaaS and similar agreements, licensing arrangements, subscription and master service agreements, commercial contracts, statements of work, distribution agreements, business associate agreements, privacy policies and notices and non-disclosure agreements. With an approach that considers and accounts for the needs, priorities and goals of his clients’ internal constituencies, Tom routinely negotiates strategic customer and vendor agreements that are critical to revenue generation, product development and long-term scalability.

A significant percentage of Tom’s practice involves regulatory compliance counseling in connection with commercial transactions and corporate governance. A Certified Information Privacy Professional – United States (CIPP/US), he advises clients on issues arising under HIPAA, GDPR and evolving U.S. state privacy laws, helping organizations align contractual frameworks with data protection, information security and risk management obligations. Tom’s combination of legal, technological and business fluency enables him to seamlessly integrate privacy and security considerations into broader transactional and governance strategies.

In addition to his technology-focused practice, Tom represents clients in mergers and acquisitions, corporate governance and general corporate matters. He has extensive experience drafting and negotiating purchase and sale agreements and ancillary transaction documents, buy/sell agreements and operating agreements. His work spans all phases of the deal process, including due diligence, technical analysis, contract negotiation and transaction execution.

Some of Tom’s corporate transactional work includes the following matters:

• Represented an equity owner in the merger of two Midwestern companies that specialize in trauma, biohazard and environmental cleanup and remediation, which involved the contribution of assets and cash.
• Part of a transaction team that represented a West Coast custom manufacturer of precision machine parts in the sale of all of its assets.
• Part of a transaction team that served as regulatory counsel to a durable medical equipment and supplies company, operating in multiple states, which involved regulatory analysis and compliance with Medicaid and Medicare.
• Part of a transaction team that represented a national forensic accounting practice in the sale of all of its membership interests.
• Part of a transaction team that represented a Midwestern electronics manufacturing company in the sale of all of its stock in exchange for cash and rollover equity.
• Part of a transaction team that represented a Midwestern manufacturer of precision tooling and machine parts in the sale of all of its assets.

In addition to Tom’s corporate transactional experience, Tom is a Certified Information Privacy Professional – United States (CIPP/US). He assists businesses navigating data privacy matters, which includes the following:

• Software-as-a-service (SaaS) contracting and licensing of on-premises software.
• Drafting of subscription agreements, information management agreements, data use agreements (DUA) and systems interface agreements.
• Responding to the unauthorized access to and breach of sensitive data.

Education
DePaul University, J.D. , 2017
University of Dayton, B.A., 2014

Bar Admissions
Illinois, 2017

• American Bar Association
• Chicago Bar Association
• Illinois State Bar Association
• International Association of Privacy Professionals