Brian Farmer is a Shareholder in the Firm and Vice
Chairman of the Business Section. His practice focuses
on the legal and capital needs of privately held
businesses. He has significant experience in the most
critical transactions facing growing companies –
including business acquisitions, private equity and
venture capital financing, and business succession
planning. Brian represents both privately held
companies and investor groups that finance them.
In addition, Brian assists a number of hedge funds and
investment advisers on securities compliance and tax
issues. Brian also represents healthcare providers and
other companies involved in the rapidly changing
healthcare industry. Brian has participated in
transactions that, together, approach one billion dollars.
Brian is one of the principal authors of Virginia’s
"Angel Tax Credit." This income tax credit provides
an incentive for investing in early-stage companies.
In 2004, Brian received the Greater Richmond
Technology Council Leadership Award for
his work on this legislation and other projects.
Virginia Business Magazine has named him one of
Virginia’s "Legal Elite" for the past five years.
Brian has handled the following recent transactions:
- Represented a U.K. publicly-traded company
in acquiring a webcasting business in Northern
Virginia involving part cash, part stock initial
purchase price and earn-out.
- Represented a membership-based medical practice
in its formation and successful private offering of
securities to angel investors.
- Sold a regional building products distributor in a
leveraged transaction including multiple levels of
financing.
- Sold an established company in the
marketing/public relations industry to private
investors. The sellers retained an equity kicker in
the form of preferred stock.
- Represented a group of venture capital and angel
investors in a secured bridge financing of a
medical technology company. The investor group
received convertible debt in the company that was
partially subordinated to senior bank financing.
- Acquired two distressed Internet companies –
one in Northern California and the other in
Philadelphia – for a strategic buyer involving
structured payments to creditors and potential
shareholder earn-outs. Later assisted in consolidating
these companies into the buyer’s main
business.
- Represented a regional venture capital firm in
several "Series A", "Series B" and "Series C"
preferred stock investments, as well as several
bridge financings, in portfolio companies.
- Represented several hedge fund and private
equity managers in starting new funds and fund
of funds.
- Represented an event management and ticketing
company when it was acquired by a NASDAQlisted
entertainment and travel conglomerate in a
$23 million stock swap structured as a tax-free
transaction.
- Served as counsel to a nationally recognized
brokerage firm on a securities lending transaction
in excess of $100 million.
Brian serves on the board of directors of the
Virginia Biotechnology Association.
Brian served on the Virginia House of Delegates
Technical Advisory Committee on the Effectiveness
of the Commonwealth’s Securities Laws. This committee
is responsible for several recently adopted
changes to Virginia’s securities laws significantly
benefiting companies seeking to raise capital.
He also has testified on venture capital legislation
before the Virginia General Assembly.
He is author or co-author of a number of
publications and articles, including: "The Right
Combination: Virginia’s New Business Entity
Merger Law," Virginia Bar Association Journal
(Winter 1993); "The Virginia Limited Liability
Company Act," University of Richmond Law
Review (1991); and Limited Liability Companies in
Virginia, Virginia Law Foundation (1995, 1998, 2000
Supplement). He also lectures frequently on a
variety of business and securities issues.
Brian graduated from the University of Virginia
(B.A., Phi Beta Kappa) and the University of
Virginia School of Law.
