Dennis J. Brennan
Co-chair of the firm's Mergers and Acquisitions Group, Dennis Brennan concentrates his practice on mergers and acquisitions, securities law, venture capital and private equity, commercial law, and general corporate and business matters.
Mergers and Acquisitions
Dennis frequently advises buyers and sellers in merger and acquisition transactions in a variety of sectors, including software, technology, manufacturing, healthcare, chemicals, publishing and consumer products, among others. Dennis’s practice includes numerous international and cross-border transactions.
Venture Capital and Private Equity
Dennis represents both venture capital and private equity investors in making investments in start-up and emerging-growth companies. He also represents companies that seek to obtain financing, whether through debt or equity transactions.
In connection with these transactions, Dennis structures transactions and negotiates various transactional documents such as stock purchase agreements, investor rights agreements and voting agreements, warrants, subscription documents, private placement memoranda and other investment documents. In addition, he handles legal due diligence or responding to diligence investigations. He also counsels investors in order to protect their interest as shareholders of portfolio companies.
Dennis has significant experience in representing and providing advice to privately-held companies, including both emerging-growth companies and mature closely-held companies. He organizes such businesses through partnership agreements, limited liability company operating agreements and stockholder agreements. Dennis also has experience counseling individual stockholders in such companies to protect their interests.
Throughout his career, Dennis has developed experience in numerous aspects of transactional and commercial law. He advises clients in all manner of licensing, including software-related matters, product development agreements, product distribution agreements, executive employment agreements and compensation arrangements, consulting agreements and confidentiality agreements.
Dennis has also assisted both profit and non-profit organizations with respect to governance matters. He advises organizations in appropriately structuring charter documents and by-laws. He serves as general counsel to the American Poetry Review.
Dennis's significant deals in recent years include:
- Representation of a publicly-traded manufacturer of nutritional specialty ingredients in several acquisitions of other businesses, including a dietary supplement and nutraceutical ingredients business and a specialty mineral ingredients business.
- Purchase of a dental insurance company, representing the buyer.
- Sale of a specialty property and casualty insurance company, representing the seller.
- Purchase of a solar module manufacturing business and acquisition of a license of related intellectual property, representing the Taiwan-based buyer -- one of the world’s top 10 solar cell manufacturers.
- Sale of a company that provides business process outsourcing for Medicare, Medicaid and group retiree health plans in connection with that company’s sale to a third party buyer, representing the company.
- Sale of a cancer diagnostics company, representing the seller.
- Sale of a multi-state physical and occupational therapist company, representing the company and its founders. In addition to the cash value received, the sellers retained approximately one third of the company's equity.
- Purchase of a manufacturer of electronic instruments and electromechanical devices, representing the buyer.
- Purchase of a supplier of catalytic reduction systems, representing the buyer.
- Purchase of an active pharmaceutical ingredients manufacture facility and related business, representing the buyer.
- Counseling an underwriter of transactional insurance policies in connection with the underwriter’s issuance of representations and warranties policies in several different transactions.
- Representation of an issuer in a multi-million dollar private placement of preferred stock to venture capital investors.
- Representation of numerous investors in their venture capital investments in private companies.
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