Dennis J. Brennan

Dennis J. Brennan

Partner

Contact Info

Phone: (215) 972-7136
Fax: (215) 972-4151

Primary Office

Philadelphia
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186

Dennis J. Brennan

Partner

Dennis Brennan helps companies navigate the legal risks they face when they enter into mergers and acquisitions, purchase agreements and other major transactions. Dennis represents clients in the insurance industry, such as carriers, brokers, TPAs and agencies, as well as clients in other industries, such as life sciences, technology, manufacturing and professional services. Large nonprofit organizations and private equity investors rely on his counsel in these transactions as well. Dennis also provides clients with legal advice on corporate governance and financing.

While every transaction has elements of risk, Dennis helps clients mitigate these risks by presenting options for the structure, terms and documentation of the deal beyond those in boilerplate legal documents. This perspective stems from his work for insurers involved in underwriting more than 70 representations & warranties policies for other business transactions. Through this work, Dennis has come to understand there are creative approaches clients can take to achieve their end goals. As such, he aligns his advice with this in mind, along with his understanding of each company's culture, operations and position in the marketplace.

Experience

Insurance Industry Mergers and Acquisitions

Dennis advises insurance companies in merger and acquisition transactions and other transformative transactions such as demutualizations.

Select representations include:

A health insurance company in the acquisition of several dental plans
A health insurance company in the acquisition of a controlling interest in a Medicare Advantage Plan
A large diversified insurer in the acquisition of a large property and casualty insurer and in merging with the target company's parent company, a mutual insurance company
The seller of a specialty property and casualty insurance company
A large insurance brokerage in the sale of books of business and related assets
A company that provides business process outsourcing for Medicare, Medicaid and group retiree health plans in connection with that company's sale to a third-party buyer
Non-Insurance Mergers and Acquisitions

In addition to his merger and acquisition work for insurers, Dennis advises both buyers and sellers in a variety of other sectors. He also represents private equity investors in the purchase of companies as well as businesses exploring sales to private equity companies.

Select representations include:

A publicly-traded manufacturer of nutritional specialty ingredients in several acquisitions of other businesses, including a dietary supplement and nutraceutical ingredients business and a specialty mineral ingredients business
The sponsor in a transaction to combine the businesses of three previously-unaffiliated event planning and conference management businesses into a single legal entity and to obtain financing for the deal
A private equity fund in providing financing to a specialty insurance company
The seller in the sale of a cancer diagnostics company
A multi-state physical and occupational therapist company and its founders in its sale. In addition to the cash value received, the sellers retained approximately one-third of the company's equity.
The buyer in the purchase of an active pharmaceutical ingredients manufacturing facility and related business
A Taiwan-based buyer - one of the world's top 10 solar cell manufacturers - in the purchase of a solar module manufacturing business and acquisition of a license of related intellectual property
The buyer in the purchase of a manufacturer of electronic instruments and electromechanical devices
The buyer in the purchase of a supplier of catalytic reduction systems
Corporate Governance

Dennis appreciates the importance of balancing the interests of various stakeholders including board members, managers and shareholders. To that end, he provides ongoing advice on issues involving corporate governance, including for profit and nonprofit organizations. His work includes advising organizations in appropriately structuring charter documents and by-laws.

Select representations include:

Advising boards and individual directors with respect to their fiduciary duties in transactional, change-of-control and litigation contexts
Advising nonprofit boards in restructuring their governance and drafting bylaws, including those of a major Blue Cross-branded nonprofit health insurance company and a major city's tourism promotion bureau
Representations & Warranties Insurance Advice

Companies considering the incorporation of representations & warranties insurance into their M&As rely on Dennis for advice on its value and relevancy to their transactions. Dennis also advises underwriters of representations & warranties policies, experience that underscores his understanding of the risks that can arise in mergers, acquisitions and commercial transactions.

Select representations include:

An underwriter of transactional insurance policies in connection with the underwriter's issuance of representations & warranties policies in over 70 different transactions
Several prospective purchasers of transactional insurance policies, including advice regarding the negotiation of policy coverage and exclusions
Commercial Transactions and General Counsel Advice

Dennis advises clients on deals involving licensing, including software-related matters, product development agreements, product distribution agreements, executive employment agreements and compensation arrangements, consulting agreements and confidentiality agreements. He also organizes businesses through partnership agreements, limited liability company operating agreements and stockholder agreements. In addition, Dennis's experience includes counseling individuals to protect their interests.

Finance

Dennis represents companies seeking to obtain financing for deals, whether through debt or equity transactions. He also represents borrowers in these transactions.

Select representations include:

A publicly-traded company in connection with a receivables-based financing facility
An intellectual property licensing business in obtaining an asset-backed secured credit facility

Thought Leadership

No results.

January 6, 2009
Saul Ewing LLP Promotes Three Attorneys to Partnership
October 8, 2007
Saul Ewing LLP Welcomes New Special Counsel to Philadelphia Office: Dennis J. Brennan Joins the Business Department
July 1, 2010
The Dodd-Frank Act will change the "Accredited Investor" net worth threshold for a natural person
May 1, 2010
New federal regulations concerning gift certificates, store gift cards and general-use prepaid cards will come into effect on August 22, 2010
April 1, 2010
Christopher Dodd’s financial “reform” bill—bad news for venture capitalists and angel investors and the startup companies that rely on them
March 1, 2010
Delaware court refuses to extend rights of preferred stockholders
March 1, 2010
Delaware Chancery Court interprets earn-out language in asset purchase agreement

No results.

No results.

Speaking Engagement
January 24, 2019
Seminar, Webinar & Podcast
September 22, 2016
Seminar, Webinar & Podcast
September 23, 2014
Sponsored Event
June 14, 2012

Credentials and Accolades

Education

J.D., University of Pennsylvania School of Law, 1998

B.A., University of Chicago, 1995

Bar Admissions

New Jersey
Pennsylvania

Firm Management Positions

Evaluation Committee, Member

Mergers and Acquisitions, Co-Chair

Dennis Brennan helps companies navigate the legal risks they face when they enter into mergers and acquisitions, purchase agreements and other major transactions. Dennis represents clients in the insurance industry, such as carriers, brokers, TPAs and agencies, as well as clients in other industries, such as life sciences, technology, manufacturing and professional services. Large nonprofit organizations and private equity investors rely on his counsel in these transactions as well. Dennis also provides clients with legal advice on corporate governance and financing.

While every transaction has elements of risk, Dennis helps clients mitigate these risks by presenting options for the structure, terms and documentation of the deal beyond those in boilerplate legal documents. This perspective stems from his work for insurers involved in underwriting more than 70 representations & warranties policies for other business transactions. Through this work, Dennis has come to understand there are creative approaches clients can take to achieve their end goals. As such, he aligns his advice with this in mind, along with his understanding of each company's culture, operations and position in the marketplace.