Brian is an associate in the firm’s corporate and transactional practice group. He handles transactions relating to business formation, mergers and acquisitions, joint ventures, federal and state regulation, real estate financing, tax law and other corporate transactions.

Representative TRANSACTIONS

• Forming and structuring limited liability companies, corporations, limited partnerships and various other business entities for operating businesses, professional associations and real estate and financial holding companies
• Formation, structuring and application for exemption from taxation for non-profit corporations (public charities and private foundations)
• Negotiation and drafting of partnership agreements, limited liability company agreements (operating agreements), limited partnership agreements and corporate bylaws
• Negotiation and drafting of shareholder agreements, restrictive transfer agreements and buy/sell agreements
• Qualification of various entities to do business in states other than their state of formation
• Conversion of various entities to Delaware limited liability companies
• Formed and structured a small law firm located in Montgomery County, Maryland
• Formed and structured a specialty dental practice in Howard County, Maryland

Mergers, Acquisitions and Reorganizations

• Drafted partnership, limited liability company and corporate documentation for the reorganization of a complex multi-tiered real estate holding company valued in excess of $80 million
• Assisted in the strategic reorganization and sale of ownership interests for various entities owning commercial office buildings in Manhattan, each valued in excess of $300 million
• Represented the Buyer in the acquisitions of a medical billing business valued at over $8 million; drafted asset purchase agreement and other documentation including employment agreements and confidentiality agreements
• Represented the Buyer in the purchase of a private commercial jet; drafted asset purchase agreement and joint venture documents
• Drafted documents for the multiple party merger of Delaware holding companies
• Prepared applicable disclosure schedules in connection with the sale of the assets of a Prince George’s County, Maryland based IT government/defense contractor
• Drafted merger documents for subsidiaries of a Baltimore based audio and visual retailer
• Represented auto dealerships in the acquisition and sale of auto franchises and acquisition and sale of related real property
• Negotiated and drafted the development and company agreements for a real estate joint venture involving property in Fells Point (Baltimore), Maryland

Corporate Finance

• Negotiated and drafted corporate documentation for the refinance of improved real property in Manhattan, New York in excess of $75 million
• Drafted company and partnership documents and assisted in negotiation in connection with the public financing and private credit facilities for non-profit real estate project in excess of $4.5 million in Baltimore City, Maryland
• Drafted the company documents for the financing of an $18 million real estate development project in Anne Arundel County, Maryland.
• Drafted loan documents in connection with the seller take back financing in excess of $9 million for a mixed-use commercial real estate joint venture in Anne Arundel County, Maryland
• Represented lender in connection with the financing of a $16 million condominium development project in Harford County, Maryland
• Represented lender in the negotiation and drafting of a manufactured homes retail installment contract program agreement in Anne Arundel County.
• Represented a property manager and assisted in obtaining security interests for significant outstanding obligations from its client; drafted loan documents and security documents, assisted in the negotiation of transaction terms and managed creditor inquiries
• Represented service station owner in connection with financing and assisted in the negotiation of the purchase of underlying commercial property and improvements
• Draft legal opinions to lenders in connection with the purchase and finance (and refinance) of real property development projects.

• Form and structure family-held limited liability companies and limited partnerships in connection with strategic estate planning and business succession plans

Federal & State Regulation

• Advise lenders regarding various aspects of the Truth In Lending Act and Regulation Z

Tax Issues

• Assist in the preparation of legal opinions and assist in the drafting of limited liability company and joint venture agreements for the tax syndication of federal historic tax credits and low-incoming housing tax credits
• Formation, structuring and application for exemption from taxation for non-profit corporations (public charities and private foundations)

Honors & Awards

University of Maryland School of Law Alumni Association Award Recipient

Phi Delta Phi, International Legal Honors Fraternity, Member

ADMITTED TO PRACTICE

State of Maryland

EDUCATION

B.A. in Economics and Honors Certificate from University Honors Program, University of Maryland

PROFESSIONAL ORGANIZATIONS

Maryland State Bar Association, Section of Business Law

American Bar Association, Section of Business Law

Professional Background

Richard T. Stansbury, P.A., Associate

Smith Barney, Financial Consultant