Dennis J. Brennan

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.

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.

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.

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.

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.

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.