Ben Rackliffe is a trusted advisor to closely held and middle-market businesses, tax-exempt organizations, investors, and entrepreneurs on a wide range of corporate, transactional, and regulatory matters. He counsels clients across diverse industries on mergers and acquisitions, complex business transactions, corporate governance, regulatory compliance, and strategic growth initiatives.
Ben represents a broad and diverse client base that has included publicly traded companies, quasi-public entities, middle-market businesses, franchisees and emerging enterprises in the renewable energy, technology, cannabis, service-based and education sectors. Regardless of the industry, Ben is known for providing practical, business-oriented counsel, helping clients navigate sophisticated transactions and evolving regulatory frameworks while balancing legal risk with operational and commercial objectives.
Ben has substantial experience advising clients in the construction, engineering, renewable energy, and commercial real estate development sectors. Drawing on prior experience as assistant general counsel to a hospitality and real estate development company, as well as his work at a Rhode Island construction and engineering litigation firm representing multinational and domestic contractors, he provides
strategic counsel on development projects, construction-related matters, project financing, renewable energy initiatives, and complex commercial transactions. His practice includes advising developers,
contractors, investors, and business owners on operational, transactional, and risk-management matters associated with development, renewable energy and infrastructure projects. He often provides counsel to institutional clients and other substantial offtakers regarding net metering credit finance arrangements and power purchase agreements in the renewable energy space.
In addition to his more traditional corporate practice, Ben is widely recognized for his work in the cannabis and hemp industries, where he advises clients on the rapidly evolving landscape of state and
federal cannabis laws and regulations. He has represented myriad medical and adult-use cannabis businesses throughout New England in matters involving licensing, regulatory compliance, real estate
transactions, financing, investment, and operational issues. In Rhode Island alone, Ben has advised approximately two dozen licensed cultivation companies and, he regularly represents dispensary and
cultivation operators, investors and stakeholders on risk mitigation strategies within the cannabis and hemp sectors.
Before joining Barton Gilman LLP, Ben was a partner at a Providence-based law firm where he practiced for more than 15 years, focusing on corporate and nonprofit law, mergers and acquisitions, and complex
business transactions. Earlier in his career, he served as in-house counsel to a diversified land development corporation and its affiliated hospitality entities, handling matters involving real estate
development and management, commercial leasing, and day-to-day business operations.
In addition to his legal practice, Ben has served for years as a Special Lecturer in corporate law for Providence College’s School of Business.
Representative Matters
Corporate Transactions & Mergers and Acquisitions
- Served as lead transactional counsel in the significant eight-figure sale of an international point- of-sale software and hardware company to a publicly traded payment processing and financial technology company.
- Represented a national payment processing and technology company in a complex stock sale transaction.
- Advised a large manufacturing company in a significant strategic acquisition involving a multidisciplinary transaction team and complex operational integration issues.
- Served as lead transactional counsel to the buyer in the acquisition of a regional franchise related to facilities management and custodial services serving institutional clients throughout Southern New England.
- Represented the seller of regional substance abuse and behavioral health treatment facilities in a transaction involving a national healthcare operator.
- Represented a national janitorial and healthcare facilities services company in the sale of equity interests to an international acquirer.
- Represented healthcare professionals and practice groups in the acquisition and sale of professional practices, including veterinary, ophthalmology, dermatology, and medical aesthetics businesses.
Energy, Infrastructure & Utilities
- Represented a major regional water utility in connection with the merger and annexation of multiple municipal and quasi-public water systems throughout Rhode Island.
- Serves as special counsel to colleges, universities, hospitals, private schools, and other institutional clients in connection with solar and hydroelectric net-metering and virtual net-metering financing arrangements.
- Represents a Rhode Island-based renewable energy developer in negotiating construction, procurement, and supply agreements for large-scale commercial solar projects.
- Advises quasi-public and private institutions on renewable energy development, net-metering, and virtual net-metering projects throughout Rhode Island.
- Counsel large privately heald business on state and local regulatory matters related to the acquisition and operation of petroleum delivery and distribution facilities.
Cannabis Industry & Regulatory Compliance
- Serves as primary business, regulatory, and transactional counsel to a multi-state cannabis retail, cultivation, and manufacturing operator, advising the company from formation through multi-jurisdictional licensed operations and substantial workforce expansion.
- Represents cannabis operators in complex private financing transactions, acquisitions, licensing matters, and ongoing regulatory compliance issues.
- Advised numerous Rhode Island medical marijuana cultivator license applicants in connection with state licensing proceedings, including zoning, planning, facility acquisition, and leasing matters.
- Advises publicly traded and privately held cannabis companies on regional licensing, corporate structuring, compliance, and operational matters.
Governance & Institutional Representation
- Advises Rhode Island quasi-public agencies and institutional entities on governance, regulatory, and project-specific matters.
- Serves as local counsel to publicly traded and multinational corporations in connection with corporate governance, regulatory compliance, and operational matters.
