- University of Maryland School of Law, JD, 1999, order of the coif
- Fordham University, MA, 1996
- The Johns Hopkins University, BA, 1990
Thomas S. BrennanPartner
Tom is a member of the firm’s Corporate Department where he brings a rare combination of general counsel in-house experience along with international law firm training to provide responsive, business minded securities and corporate law advice to start ups, emerging growth companies, late stage private companies and smaller reporting companies. Tom has a particular focus on companies with innovative technologies in manufacturing, software, renewable energy and sustainability. He advises on angel, venture capital, equity and debt financings, joint ventures, licensing, mergers, acquisitions, and corporate reorganizations, and leads the firm’s smaller reporting company practice.
Leveraging his experience as an in-house general counsel, Tom’s practice extends to acting as outside general counsel to private and public companies, advising board and C-level management on corporate governance, fiduciary duties, securities compliance, and merger and acquisition strategies.
Tom also works with boards and executives on structuring executive compensation agreements. Prior to joining Posternak, he served as acting general counsel for a publicly traded consumer lending company, advising management and the board on corporate governance issues, securities compliance matters, and various strategic business initiatives.
Startups and Venture Capital
- Represented venture capital firm in equity investment and corporate restructuring of solar manufacturer.
- Represented venture capital firm in equity investment in company with mobile application for independent service professionals.
- Represented wireless communication company in equity and debt financing.
- Represented energy storage company in debt financing.
- Represented solar power developer in corporate and financing transactions.
- Represented medical device company in debt financing.
- Represented venture capital firm in private tender offer for shares of environmentally friendly household products company.
- Represented dental manufacturer in acquisition of dental laboratories.
- Represented marketing software company in sale to private equity firm.
- Represented defense contractor in sale to private equity firm.
Publicly Traded Companies
- Represented publicly held dental laboratory in $125M sale to private equity company.
- Represented publicly held party goods store in $35M sale to strategic buyer.
- Represented publicly held consumer lending company in $187M sale to strategic buyer.
- Represented boards and special committees of public companies in connection with SEC compliance matters, including periodic reporting, executive compensation, disclosure obligations, and listing standards.
- Represented board members, executives and other selling stockholders in Section 16 compliance (Forms 3, 4 and 5) and Section 13d compliance (Forms 13D and 13G) in connection with their acquisition and sale of company stock.
- US counsel to international corporation advising on US general corporate matters.
- Represented international manufacturer in auction for assets before Delaware bankruptcy court.
- Represented private equity portfolio company in negotiating various technology licenses for launching of new platform.
- Represented wireless communication company in negotiation of product development agreement.
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.
Tom was recently a presenter at the NASPP Boston Chapter Meeting on “10b5-1 Plans: Updates and Best Practices”. He was also 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
- Morgan Stanley Ideas and Insights Series: Basics of 10b5-1 Trading Plans
- SEC Releases New Pay For Performance Proposal
- Appeals Court Issues Decision on Conflict Minerals; SEC updates FAQ’s on Conflict Minerals
- Posternak Announced as Finalist for the 12th M&A Advisor Awards
- Proposed Pay Ratio Disclosure
- SEC Lifts Ban On General Solicitation for Some Private Placements; Proposes Additional Safeguards
- iParty Corp. Enters Into Merger Agreement With Party City Holdings Inc.
- SEC Provides Registration Relief For M&A Advisors
- 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