For nearly 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. A 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 is 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.
Representative Experiences
- Represented publicly held company in successful defense of hostile tender offer.
- Represented financial services company in recapitalization transaction, including an issuer tender offer to retire publicly-held preferred stock and an entire debt restructuring.
- Represented international financial services firm in ESOP conversion.
- Represented management and board of directors of public company during independent audit committee investigation.
- Represented publicly held company in the animal health industry in a going private transaction.
- Represented public company in oilfield services industry in underwritten public offering of common stock.
- Represented public company during Securities and Exchange Commission investigation and related restatement of financial statements.
Professional Recognition
- Recognized as one of The Best Lawyers in America - Corporate Law, Corporate Governance and Compliance Law and Securities Law (2007-2012)
- Recognized as a Super Lawyer - Securities and Corporate Finance (2005-2011)
- Chosen by his peers as one of Fort Worth's Top Attorneys in Corporate Finance/Mergers & Acquisitions, Fort Worth, Texas, The City's Magazine (2008-2011)
Selected Representative Experience
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.