Thomas S. Brennan

Tom is a member of the firm’s Corporate Department where he practices in the areas of corporate and securities law, corporate governance, mergers and acquisitions, and private equity.

Tom has extensive experience representing public and private companies in various business matters, including corporate finance transactions, mergers and acquisitions and contracting.  A significant part of his practice involves providing corporate governance and securities law reporting and compliance advice to a number of public companies.

Following more than six years in private practice at the Baltimore office of an international law firm based in Washington, D.C., Tom served as acting general counsel for a publicly traded consumer lending company.  As acting general counsel, Tom advised management and the board on corporate governance issues, mergers and acquisitions, and various business initiatives.

Representative Transactions

Securities Compliance

• Representation of public companies regarding Securities Act and Exchange Act compliance, state securities law compliance and corporate law matters, including advising Board, Board committees and senior management on corporate governance, Sarbanes-Oxley compliance, executive compensation disclosure, and fiduciary duty responsibilities.
• Designed and advised on various corporate and securities law compliance programs, including disclosure committee programs, stock repurchase programs, insider trading policies, corporate communication policies, and director education programs.

Corporate Finance and Mergers & Acquisitions

• Represented publicly traded company in $125 million sale to private equity firm.
• Advised closely held company in leveraged recapitalization transaction.
• Adviser to selling stockholders on securities compliance issues, including filing Forms 13D/G and Section 16 Reports.
• Lead in-house counsel representing publicly held company in $190 million sale to privately held firm.
• Represented majority owner of professional sports franchise in the sale of his majority interest.
• Counsel to biotechnology company in $100 million and $75 million equity follow on offerings.
• Representation of major truck manufacturer in $70 million equity follow on offering and $125 million convertible debt offering.
• Negotiated $6 million investment in a public company operating in the educational arena on behalf of venture capital firm.
• Represented technology company in $50 million merger with Fortune 500 corporation.
• Assisted public company in $50 million leveraged recapitalization and the negotiation and documentation of a $145 million credit facility.

Memberships

American Bar Association - Business Law Section's Committee on State Regulation of Securities - Pro Bono Liaison
American Bar Association - Business Law Section’s Pro Bono Committee - National Public Service Awards Subcommittee
Massachusetts Bar Association
Maryland Bar Association

Admitted to Practice in Massachusetts and Maryland.

Newsworthy

Tom was recently a contributor to the ABA Committee on Federal Regulation of Securities' comment letter to the SEC on the executive compensation rules under the Dodd-Frank Wall Street Reform Act.

News & Media

• iParty Corp. Enters Into Merger Agreement With Party City Holdings Inc.
• Is Your Company Ready to Go Public?
• Private Equity Firms Unlikely To Sweat SEC Payout Scrutiny
• Advertising Your Private Placement
• Wall Street Reform and Executive Compensation: A Briefing on the Dodd-Frank Act
• National Dentex Enters Into Merger Agreement With GeoDigm
• Found and Lost: Risks of Using Finders in Capital Raising Activities