About
Paul H. Ode, Jr. is a Director at Downs Rachlin Martin in Burlington, Vermont. He advises established businesses and growing entrepreneurial companies on business law, general corporate matters, mergers and acquisitions, commercial energy transactions, financing, and regulatory compliance. His work includes structuring acquisitions and divestitures, raising capital, negotiating key contracts, guiding restructurings, and helping clients address issues that can affect long-term business value.
Paul earned a J.D., cum laude, from Cornell Law School and a B.A., cum laude, from Middlebury College. His academic background supports a broad corporate practice involving transactions, governance, financing, and regulatory questions. That training, combined with decades of business-law experience, helps him evaluate complex deal terms, organize transactions, and advise business leaders on legal issues connected to growth, change, and risk.
Paul has recently advised clients on acquisitions, refinancings, capital-raising efforts, franchise-rights sales, business sales, medical-practice ownership transitions, recapitalizations, and restructurings. His work has involved businesses in fitness, brewing, manufacturing, software, banking, food and beverage, and other industries. He has advised clients on both buy-side and sell-side business transactions. He also served as managing partner and CEO of Downs Rachlin Martin from 2008 through 2017.
Paul H. Ode, Jr. brings a business-focused perspective to significant transactions and ongoing corporate matters. His experience leading a law firm and advising companies across many industries supports practical counsel on acquisitions, financing, contracts, governance, and regulatory obligations. He works with clients to structure transactions carefully, anticipate issues, and move important business projects toward completion while maintaining attention to commercial objectives.
Law Office Affiliations
- Attorney, Downs Rachlin Martin PLLC
- Member, Vermont Bar Association
- Former Chair, Vermont Bar Association, Business Association Law Section
- Member and Vermont State Liaison, American Bar Association Corporate Laws Committee
- Former Member of Board of Directors, Vermont Business Roundtable
- Member of Board of Directors and Former Chair, Flynn Center for the Performing Arts
- Member of Board of Directors and Secretary, Parks Foundation of Burlington
- Former Member of Board of Directors and Former Chair of United Way Campaign, United Way of Chittenden County
- Former Member of Board of Directors, Greater Burlington YMCA
- Former Member and Board Chair, Northern Vermont Chapter of the American Red Cross
- Former Member, Vistage
- Honorary Commander, Vermont Air National Guard
- Former Member, City of Burlington Design Review Board
Licensed State
- Vermont
Education
- Cornell Law School
Juris Doctor (JD) (Cum Laude) - Middlebury College
Bachelor of Arts (BA) (Cum Laude)
Awards & Badges

- Advertising
- Banking & Finance
- Business
- Business Litigation
- Contracts & Agreements
- Corporate & Incorporation
- Employment
- Licensing
- Limited Liability Company (LLC)
- Mergers & Acquisitions
- Professional Liability
- Tax
- Telecommunications
- Venture Capital





