Dominic Totman: The Outside In-House Counsel

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A partner in the Raleigh, North Carolina, office of Cranfill Sumner LLP, Dominic Totman has focused his career on providing transactional representation combined with ongoing, strategic counsel to businesses.

“I was drawn to transactional work because it allows me to help clients build, grow, and transition their businesses,” Totman says. “Over time, I have come to value the advisory and relationship driven aspects of the practice just as much as the technical work.”

AALM: Tell us about one of the most interesting or complex M&A matters you worked on. What do you enjoy most about this work or in which industries do you find this work most interesting?

DT: One matter that stands out involved the sale of a closely held operating company requiring close coordination across corporate, real estate, employment, tax, and financing components, all under significant time pressure. A central challenge was aligning the seller’s risk tolerance with the buyer’s diligence expectations while maintaining momentum and a clear path to closing.

I find this work particularly rewarding because of the collaborative, team-based effort required to move a transaction forward. Successful deals rely on bringing together cross-disciplinary perspectives, aligning stakeholders, and maintaining structure and clarity throughout the process.

While my practice spans a range of industries, much of my work is concentrated in healthcare services, professional practices, and asset-heavy businesses. In these areas, regulatory frameworks and operational realities are integral to deal structure, often influencing outcomes as much as financial considerations.

More broadly, I enjoy working with entrepreneurs and owner-operated businesses, where transactions are not just financial events but personal milestones. These clients need a trusted advisor who understands their business, navigates complexity efficiently, and supports confident decision-making at critical moments.

A key part of my role is to keep deals focused, organized, and moving forward as issues arise, which often extends beyond closing to help with deal transition and planning for what comes next.

AALM: You have formed a niche in your practice working with various health care groups and practitioners as well as aircraft owners and operators. Tell us how these two focuses developed and evolved.

DT: Both areas developed organically. My work with healthcare clients grew from advising small practices into handling more complex transactions involving practice sales, compliance, and DSO/MSO structures. Similarly, my work with aircraft owners expanded from business advisory matters into issues involving FAA regulations, ownership structuring, leasing, and financing.

While those are meaningful focus areas, my practice is broader and centered on M&A transactions across a variety of businesses. The common thread is not a single industry, but transactions where legal structure, operations, and economics must align closely. In healthcare and aviation, that alignment often involves regulatory and asset-specific considerations, but the same dynamic is present across many middle-market deals. Clients in these situations are looking for practical guidance that connects the transaction to how the business actually operates.

AALM: You have styled yourself as an outside in-house counsel for many businesses. What do you enjoy most about this work?

DT: Many of my clients do not need a full-time general counsel, but they do need consistent, strategic legal advice from someone who understands their business, risk profile, and long-term goals.

I value the opportunity to help clients think through issues proactively, prioritize effectively, and translate legal complexity into clear, practical decisions. That ongoing advisory relationship is a particularly rewarding part of my practice.

AALM: You previously ran your own practice. Tell us about the decision to join Cranfill Sumner and how that experience has benefited your practice.

DT: Joining Cranfill Sumner was ultimately about enhancing how I serve my clients. Many of the transactions I handle require coordinated input across multiple disciplines, and the depth of the firm’s bench allows that to happen seamlessly. It enables me to maintain a practical, responsive approach while drawing on broader resources to support more complex matters.

AALM: What are some recent trends you’re seeing in your practice? What trends do you see developing?

DT: Buyers are applying a much more disciplined approach to diligence, including throughout the middle market. There is a deeper focus on operational, compliance, and historical risk, not just confirming the headline story. As a result, early preparation and proactive diligence management have become more important for sellers.

Regulatory considerations are also playing a more prominent role, particularly in healthcare and other regulated industries. Even in transactions without formal approvals, issues like compliance, licensing, reimbursement, and data are showing up more directly in representations, covenants, and structure.

Another shift is how clients engage at the outset of deals. Many are using AI tools to become more informed earlier in the process, so conversations start at a higher level. Our role is to help refine that information, focus on material risks, and maintain discipline around the issues that are most likely to affect value and execution.

Overall, I expect diligence and regulatory dynamics will continue to drive deal structure, with increasing emphasis on clear advice, efficient execution, and thoughtful risk allocation.

AALM: Looking ahead, what goals do you have for your career?

DT: I plan to continue deepening my experience and industry knowledge, while also investing in mentoring younger attorneys. My goal is to be known as a lawyer who can step into complex situations, quickly bring clarity and structure, and help clients move decisions and transactions forward with confidence and success.

Cranfill Sumner LLP
5440 Wade Park Blvd #300
Raleigh, NC 27607
919-828-5100
cshlaw.com

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