Cases
Representative Matters: Brian represented a United States based construction company
its owners in the stock sale of the company to a publicly traded, foreign-controlled, multinational corporation for approximately $100+ million in total compensation comprised of an up-front payment
earn-out. The client's organizational structure consisted of a group of entities of varying corporate forms, operational purposes,
ultimate ownership. The client operated in multiple states
specialized in heavy-civil infrastructure, commercial,
government construction projects
public private partnerships. Representation included all stages of transaction from initial negotiations through closing including structuring the company for sale, due diligence, securing federal government approvals from the National Park Service, the Committee on Foreign Control or Influence,
the Defense Security Service, insurance
bonding restructuring, financing
credit restructuring, segregation of existing
future liabilities
excluded assets
operations, tax matters, documentation of on-going roles of top management
ownership post-closing,
a variety of additional matters.
He represented a publicly traded nationally charted bank in a $75M commercial lending facility extended to a retail
service industry borrower. The transaction included structuring lending facilities, negotiating
preparing loan documents,
perfecting security interests in borrower's assets of varying types including real estate
inventory in 40+ locations across multiple states.
Brian has represented various alcohol industry licensees in all aspects of alcohol manufacturing
distribution. He represented a Pennsylvania based brewer of malt
brewed beverages in startup, licensing,
establishing operations. Brian's representation included securing client's licensure with the Pennsylvania Liquor Control Board
the Federal Alcohol
Tobacco Tax
Trade Bureau. He worked with the client in all phases of initial development including formation, business structure
governance,
capitalization. Brian assisted in site location selection, negotiated real estate lease,
worked with client to secure local zoning approvals. Additionally, he negotiated
documented client's relationships with various third parties including key employees, strategic partners, vendors, suppliers,
distributors. Brian's representation of the client in distribution matters included navigating franchise
liquor distribution laws of various states. He also assisted the client in establishing contract brewing
alternating proprietorship relationships with other liquor licensees to utilize client's excess manufacturing capacity. Brian worked in conjunction with Norris McLaughlin
Marcus, P.A.'s Intellectual Property Law Group in securing intellectual property protection for client's trademarks
br
s.
He represented a regional automobile service
sales business in a variety of matters including a recent $5M+ financing
construction of a 20,000 square foot body shop
auto dealer showroom. Brian's representation included negotiating financing terms
related agreements
addressing real estate issues including zoning
environmental matters.
Brian assisted a closely held company in a strategic restructuring. The restructuring served multiple goals including the buyout of founder, effectuating the succession of ownership to the subsequent generation of family members, segregation of liabilities, minimizing tax liabilities, streamlining operations, decreasing operational costs, implementing
documenting arms-length transactions between related entities, securing ownership of intellectual property,
negotiating
implementing joint ventures with strategic partners.
Brian represented one of the ten largest chambers of commerce in the nation in a strategic merger to exp
its geographic, community,
economic footprints. He represented a local non-profit real estate group in a merger with a county real estate association, creating a single organization with a more powerful voice in political advocacy for the real estate industry. Brian has worked on various nonprofit mergers for trade groups
religious entities. Such mergers have included performing due diligence of merging entities, the restructuring of boards
officers, segregating funds for specific community activities,
advising
directing the entities on implementation of corporate governance procedures required for nonprofit mergers.
Brian represented a closely held regional electrical supply business
its remaining owners in the $10M+ buyout of a retiring founding member.
He represented an early-stage technology company, with market valuation of approximately $15M+, in the strategic merger with a competitor. Representation included due diligence, restructuring of corporate governance structure, conversions of options, debts,
shares in surviving
merging entity, employment agreements, drafting
negotiating transaction documents,
providing general counsel
oversight of merger process.
