Jacqueline A. Brooks

Jacqueline Allen Brooks concentrates her practice in general business and commercial law. She counsels clients in mergers and acquisitions, purchases and sales of businesses, commercial finance, private offerings of debt and equity securities, and life science transactions, and shareholder derivative matters, including shareholder demand responses and special committee issues. Jacqueline has experience representing public companies, privately owned and managed companies, nonprofit organizations and start-up companies and provides general counsel to these organizations regarding corporate matters. Prior to joining Saul Ewing, Jacqueline participated in Washington University School of Law's D.C. Clinic, through which she was an intern to the United States House Judiciary Committee. In this capacity, she drafted legal memoranda to assist Congressman John Conyers, Jr. and the Congressman's legislative assistants at Judiciary Committee hearings and briefings.

Mergers and Acquisitions
Jacqueline has advised buyers and sellers in mergers, asset purchase and sale transactions and stock purchase and sale transactions. In these matters, she has represented numerous private companies, public companies and start-ups, and has worked on international and cross-border transactions representing clients in a variety of sectors, including manufacturing, construction, retail, healthcare and life science.

Commercial Finance
Jacqueline has handled secured and asset-based lending transactions and unsecured lending transactions for many clients in various industries by assisting with the drafting, negotiation and structuring of commercial loans.

REITS
Jacqueline represents a number of publicly traded New York Stock Exchange Real Estate Investment Trusts and advises them on offering transactions, finance transactions and corporate and REIT governance matters. She has advised REITS in connection with initial public offerings. She often acts as Maryland REIT counsel in these transactions.

Venture Capital and Private Equity
Jacqueline has represented companies raising private equity and venture capital funding, whether through debt or equity transactions. During these transactions, she assists clients with drafting and negotiating various transactional documents such as stock purchase agreements, voting agreements, warrants, subscription documents, private placement documents and other investment documents. In addition, she handles legal due diligence or responding to due diligence inquiries regarding debt and equity transactions.

General Counsel
Jacqueline also serves as general outside counsel to many private companies providing day-to-day counseling, corporate governance and contracts advice. In this capacity, she often provides advice on formation, operation and governance of corporations, limited liability companies and partnerships.

Experience

  • Represented Patriot Capital in their investment of subordinated debt and equity in support of Guardian Capital Partners' acquisition of Carson-Dellosa Publishing, LLC.
  • Acted as Maryland co-counsel with Skadden Arps on corporate and litigation matters in defending Commonwealth REIT, a multi-billion dollar office REIT, in a hostile proxy fight initiated by Corvex Management LP and Related Fund Management LLC
  • Represented SynTec LLC in a Series A preferred stock capital raising transaction and in the purchase of a division of Tenax Corporation
  • Represented the members of Ellicott Dredge Enterprises, LLC in the sale of a substantial portion of the membership interests to Markel Ventures, Inc.
  • Represented multi-state hearing aid retail business in the sale of substantially all of its assets
  • Represented High’s of Baltimore, Inc. in the sale of the assets of 20 High's Dairy Stores retail locations, including interests in three fee simple sites
  • Represented family-owned business in connection with its $90 million credit facility
  • Represented Ellicott Dredge Enterprises, LLC in acquiring the European and U.S. operations of Rohr Bagger GmbH and its affiliates for an undisclosed purchase price

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