For over thirty years, Brian Barnard has been providing legal advice and business counsel to senior management teams, boards of directors and in-house lawyers of public and private companies on general corporate matters, mergers and acquisitions, securities offerings, reporting requirements and corporate governance.
Brian counsels buyers and sellers of public and private companies through merger and acquisition transactions, including documenting and negotiating the transaction. Clients in the securities and capital markets have the benefit of Brian's experience with assisting both issuers and underwriters in a full range of public and private equity and debt offerings.
In this era of heightened compliance with securities laws, Brian also assists his clients with a full range of corporate governance issues, including directors' duties in making business decisions, in monitoring and overseeing the affairs of the corporation, directors' duties in detecting and preventing corporate wrongdoing, protecting directors and officers against personal liability, and, especially, Sarbanes-Oxley compliance.
Brian's understanding of the business and management issues facing decision makers is enhanced by the non-lawyer roles he holds within the community. Currently, he serves as the Administrative Partner of the firm's Fort Worth office. As a former member of the board of directors and executive committee of Alliance for Higher Education/North Texas Regional Center for Innovation and Commercialization (regional affiliate of the Texas Emerging Technology Fund), Brian has been actively engaged in promoting entrepreneurism in the region and with efforts to help new technology and life sciences projects succeed in North Texas. Brian has also served as Chairman of the Board of the Fort Worth Chamber of Commerce. Brian currently serves on the Board of Trustees of Cook Children’s Health Foundation.
Representative Recent Experiences
- Represented a publicly-held specialty finance company in its going private sale to a private equity firm.
- Represented a national clothing manufacturer in its acquisition of a competitor.
- Represented a national plumbing supply distributor in its acquisition of a competitor.
- Represented a publicly held company in the successful defense of a hostile tender offer.
- Represented the management and board of directors of a public company during an independent audit committee investigation.
- Represented a public company in the oilfield services industry in an underwritten public offering of common stock.
- Represented the ownership of a national plumbing supply distributor in its sale to a global private equity firm.
- Represented a publicly-held home furnishings company in its sale to a competitor.
- Represented the ownership of a specialty chemicals company in its sale to a diversified, global company.
Selected Speeches and Publications
- “Hart-Scott-Rodino (HSR) Basics,” co-author, DealThink Alert, July 25, 2012.
- “Top Ten Initial Considerations in a Going Private Transaction,” co-author, DealThink Alert, June 15, 2011.
- Recognized as one of The Best Lawyers in America - Corporate Law, Corporate Governance and Compliance Law and Securities Law (2007-2014)
- Recognized as a Super Lawyer - Securities and Corporate Finance (2005-2013)
- Chosen by his peers as one of Fort Worth's Top Attorneys in Corporate Finance/Mergers & Acquisitions, Fort Worth, Texas, The City's Magazine (2008-2013)
- Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™
Selected Representative Experience
Farnsworth Wholesale Company Sale Transaction
Represented FWC Supply, LLC (a subsidiary of MSC Holdings, Inc.) in its acquisition of Farnsworth Wholesale Company, a wholesale distributor of plumbing, heating, waterworks, and utility supplies, equipment, and fixtures, and related mechanical supplies.
Walls Holding Company, Inc. Sale Transaction
Represented Williamson-Dickie Holding Company in its acquisition of Walls Holding Company, Inc., a market-leading designer, manufacturer and marketer of branded workwear, hunting and outdoor apparel.
FirstCity Financial Corporation
Represented FirstCity Financial Corporation in merger with affiliates of Värde Partners, Inc., pursuant to which FirstCity became a privately held entity.
Agreement and Plan of Merger
Represented MSC Holdings, Inc. in its merger with and into Patriot Supply Merger Sub, Inc., a subsidiary of Patriot Supply Intermediate, Inc.
Stock Purchase Agreement
Represented seller in the sale of 100 percent of the stock of Chemguard, Inc. to Central Sprinkler Company, a subsidiary of Tyco International.
Acquisition of Williams Fire & Hazard Control
Represented Chemguard, Inc. in its acquisition of all of the stock of Williams Fire & Hazard Control, Inc.
EF Johnson Technologies, Inc. Going-Private Sale
Represented publicly traded EF Johnson Technologies, Inc. in a going-private sale of the company to private equity firm Francisco Partners II, L.P.
Underwritten Shelf-Takedown Equity Offering - Union Drilling, Inc
Successfully represented Union Drilling, a provider of contract land drilling services and equipment, primarily to natural gas producers, in the United States, in the underwritten issuance of 3 million shares (with a 450,000 over-allotment provision) of its common stock at an offering price of $8.25.