Overview

Brendan is a partner in the Corporate Transactions & Securities practice group. He focuses his practice on the following areas:

  • Mergers and acquisitions, including joint ventures
  • Commercial contracts
  • Startup company transactions
  • General corporate matters

Brendan principally represents strategic buyers and sellers in mergers and acquisitions, often, but not always, in middle-market transactions; over the course of his career, he has assisted clients in transactions with purchase prices ranging from several million dollars to well over $1 billion. His M&A practice primarily involves complex acquisitions and divestitures by both publicly and privately held clients, including “stock” deals and “asset” deals. He frequently facilitates transactions that have international and cross-border implications, such as foreign subsidiaries and parents. Brendan also has substantial experience advising financial buyers and sellers in private equity transactions. In addition, he counsels clients on joint ventures, whether structured as a joint venture by contract or organized as a separate entity.

As part of his commercial contracts practice, Brendan regularly assists clients in preparing and negotiating a host of agreements, including master services agreements and statements of work, terms and conditions for the sale or purchase of goods and services, supply agreements, distribution agreements, software as a service (SaaS) agreements, consulting agreements and other strategic commercial contracts.

Brendan advises startup companies on a wide array of transactions from organization to exit. He often assists clients with private placements and other matters that routinely face early-stage companies.

Brendan’s general corporate practice primarily consists of advising clients on internal reorganizations and restructurings and other intercompany transactions. He also counsels clients on a wide variety of organizational and governance matters as well as day-to-day corporate questions.

Experience

A representative sampling of Brendan’s experience includes:

Buy-Side M&A
  • Represented a forklift manufacturer in its due diligence review of a material handling equipment dealer.
  • Represented a private equity fund in its acquisition of the equity of a debt instruments provider.
  • Represented a coatings company in its acquisition of the equity of a specialty paint company.
  • Represented an insurance holding company in its acquisition of the equity of an insurance company.
  • Represented a private equity fund in its acquisition of the assets of a pharmaceutical equipment manufacturer.
  • Represented a specialty retailer of fabrics and crafts in its acquisition by merger of an e-commerce and direct marketing solutions provider.
  • Represented a coatings company in its acquisition of assets of companies providing corrosion control solutions for steel and concrete structures.
  • Represented a bearings manufacturer in its acquisition of the assets of a bearings supplier.
  • Represented a market research company in its acquisition of a majority of the equity of a provider of high-quality e-commerce-ready data.
  • Represented an industrial services and engineered products provider, a public company, in its acquisition of the equity of a company providing engineering and equipment services in Central and South America and the Caribbean.
  • Represented a plastic compounds and resins supplier, a public company, in its acquisition by merger of a specialty resins manufacturer.
  • Represented an engineering technologies company in its acquisition of the equity of a measurement and inspection fixtures supplier.
  • Represented a power and energy equipment provider, a public company, in its acquisition by merger of a company providing precision machined metal and alloy parts to power generation markets.
  • Represented a power and energy equipment provider, a public company, in its acquisition of the equity of a company providing heat exchanger repair and safety services to the industrial gas, liquefied natural gas and petrochemical industries.
  • Represented a power and energy equipment provider, a public company, in its acquisition of the equity of a custom power packaging and integration solutions provider.
  • Represented an engineering technologies company in its acquisition of the equity of a supplier of metrology products and services.
  • Represented a power and energy equipment provider, a public company, in its acquisition of assets of an eHouse manufacturing business.
  • Represented a touring exhibitions provider in its acquisition by merger of a traveling exhibition company.
  • Represented a Japanese company in its acquisition of the equity of a battery power storage system provider.
  • Represented a specialty retailer of fabrics and crafts in its acquisition of a content provider of educational videos in the arts and crafts sector.
Sell-Side M&A
  • Represented a media systems company in its sale of the equity of a digital media company.
  • Represented a public company in its sale of the equity of an insurance company.
  • Represented a bank in the sale of its non-prime loan portfolio.
  • Represented a public company in its sale of the assets of a specialty chemicals business.
  • Represented a mining company in its sale of the equity of a lime and limestone products manufacturer.
  • Represented a public company in its sale of a division to a private equity investment firm.
  • Represented the equity holders of a provider of education products and services in the health care industry in their sale of the equity to a private equity fund in an auction sale.
  • Represented the equity holders of a manufacturer of automated test equipment, industrial automation systems and load banks in a restructuring in which the business was separated into three separate companies and then sold to a private equity fund in an auction sale.
  • Represented a bank in the sale of the assets of a payroll processing business unit.
  • Represented a public company in its sale of the equity and assets of its election systems business.
  • Represented a power and energy equipment provider, a public company, in its sale of the equity of a manufacturer of steam generators and waste heat boilers.
  • Represented the equity holders of a wellness, fitness consulting and management company in their sale of the equity.
  • Represented a public company in its sale of the assets of its lighting business.
  • Represented a public company in its sale of a Chinese company.
  • Represented a power and energy equipment provider, a public company, in its sale of the equity of a company providing precision machined metal and alloy parts to power generation markets.
  • Represented a power and energy equipment provider, a public company, in its sale of the equity of a company providing heat exchanger repair and safety services to the industrial gas, liquefied natural gas and petrochemical industries.
Joint Ventures
  • Represented a forklift manufacturer in the renegotiation of a joint venture related to manufacturing forklift trucks.
  • Represented a bank in a joint venture related to a company providing real estate title insurance, appraisal and settlement services and products.
  • Represented a construction firm in a joint venture related to a company pursuing engineering, procurement and construction projects in the nuclear and fossil power generation industries.
  • Represented a forklift manufacturer in a joint venture related to a company manufacturing parts and fabricating assemblies for forklift trucks.
Publications

Brendan authored or co-authored the following:

  • “Don’t Fall Asleep at the Wheel: Sellers Should Pay Close Attention to Limitations on Liability in Commercial Contracts,” Thompson Hine Business Law Update, Winter 2020
  • “Adviser: Four unexpected ways you might feel the heat after closing an M&A deal,” Crain’s Cleveland Business, December 2016
  • “A Historic Day for Startups – The SEC’s New Crowdfunding Rules,” Thompson Hine Early Stage & Emerging Company Update, November 2015
  • “Could you owe for insurance premium adjustments after a deal close? Yes, so consider this,” Crain’s Cleveland Business Dealmaker Guest Blog, May 2014
  • “Get It Done: Closing M&A Deals in an Uncertain Market,” Thompson Hine Business Law Update; VC Experts and Lexology, September 2013
  • “Sandbagging in M&A Deals: Is Silence Golden for Buyers?” SRR Journal (Corporate, M&A, and Securities Attorneys Edition and Litigation Edition), Fall 2012
  • “Beware of Boilerplate: Buyers Need To Consider the Unforeseen Hazards of Standard Indemnification Provisions,” The Daily Deal and The Deal Pipeline, September 2012
  • “Expect the Unexpected: The Need for Control to Impose Vicarious Liability in Strategic Alliances,” 54 Case W. Res. L. Rev. 649
  • “‘In Connection With’: The Need for Limitation to SEC Rule 10b-5 in Dissemination of Misleading Information Cases,” 54 Case W. Res. L. Rev. 1347

Brendan is quoted, mentioned or cited in the following:

  • “Context Matters-What Lawyers Say About Choice of Law Decisions in Merger Agreements,” 13 DePaul Bus. & Comm. L.J. 211
Presentations
  • "Basic Organizational Issues Facing Startups," NEXTOhio Internet Startup Conference, April 9, 2015
  • "Due Diligence and Purchase Agreement Considerations in Mergers and Acquisitions," Akron Law School SEED Legal Clinic, July 14, 2014
  • “Best Practices for M&A Due Diligence,” Young ACG, November 22, 2013
Distinctions
  • Selected for inclusion in Ohio Super Lawyers as a Rising Star, 2018
  • Edwin G. Halter Scholar
Professional and Civic

Professional Associations

  • Pipeline Chapter of Business Network International (BNI)

Community Activities

  • Independent Pictures, member of Board of Trustees, 2006 to 2015
  • Greater Cleveland Community Shares, member of Finance Committee, 2008 to 2009
News