Brian's thorough knowledge of corporate law matters, including experience with private and public securities offerings, and mergers and acquisitions of all sizes, enables him to bring efficient results for clients. Having worked with clients in a variety of industries, from health care to software, Brian's practical approach allows him to learn each client's operations and objectives before tailoring a strategy to suit their needs.
Understanding the impact of an uneasy economy on corporate transactions, Brian earns the trust of his clients through his due diligence into exploring every avenue for resolutions. He has extensive experience in working with start-up entities, guiding them through both organizations and capital raising. At the same time, Brian has significant transactional experience with companies of all sizes.
Brian's work has led to his recognition in The Legal 500 US 2011 Edition in the areas of middle-market transactions (defined as up to $500 million), where he is described as being "masterful at putting the terms of a deal together, being a subject matter expert in certain areas and pulling the entire acquisition team together to ensure all points are thoroughly considered and implemented."
He is a member of the Leadership Academy, Departmental Training, Associate Retreat and Professional Development Committees at Dinsmore.
Memberships & Affiliations
· Ohio State Bar Association
· Cincinnati Bar Association
· Volunteer Tax Preparer for United Way's Make Work Pay program
Distinctions
· Selected for the Ohio Rising Stars® List
· Recommended for Mergers, Acquisitions and Buyouts by The Legal 500 United States
Experience
$5M Private Stock Placement
iHigh.com, Inc.
Prepared Private Placement Memorandum and coordinated the closing of the offering in connection with a $5M private placement of common stock.
Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity
Multiple Software and Technology Start Ups
Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity
Merger
Lexmark International, Inc.
Acquisition of Perceptive, Inc.
Stock Purchase Agreements
Lexmark International
We served as primary deal counsel for Lexmark through three major acquisitions in the software industry totaling approximately $212 million, including two foreign-based, private equity backed companies.
Representation of British Software and Technology Companies
Multiple British/U.K. Software and Technology Licensors
Representation of British software and technology companies for U.S. licenses and agreements, tax, employment, immigration, entity formation, leasing and related matters
Halma Acquisitions
Halma, P.L.C.
Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.
Cross-Border Acquisition
CollabNet
Cross-border acquisition of Codesion, Inc.
Merger
Liberty Mutual Insurance Company
Multi-billion dollar merger involving one of the nation's largest insurance carriers
Joint Venture Formation
Mistral GmbH
Formation of joint venture for German cruise ship outfitter
Publications
July 23, 2007, Avoiding Unintended Consequences of Bear Hug Letters under Ohio Law
September 15, 2006, Update on Class Action Securities Suits Brought in State Court - Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit