Bio

Shareholder Brian Daughney serves as general counsel and trusted advisor to his clients, assisting them in numerous legal and business matters. Clients benefit from his multi-practice experience.

Mr. Daughney represents issuers and investors in a wide range of corporate transactions including securities offerings, seed capital offerings, venture capital financings and other forms of private equity investment, mergers and acquisitions, joint ventures and recapitalizations and spin-outs. He provides counsel to public companies (both domestic and foreign) in connection with their public offerings, PIPE financings, 34 Act reporting requirements, regulatory compliance (including ongoing compliance with the SEC, NYSE, NASDAQ, FINRA and state securities laws), as well as general corporate governance matters. Brian assists Special Purpose Acquisition Companies (SPACs) with their initial public offerings on ongoing reporting requirements.

Mr. Daughney represents stockholders, private companies and public companies as buyers and sellers in mergers, asset and stock transactions, including founders and management teams in SPAC reverse mergers.

He has represented broker-dealer firms for over 25 years, including formation, FINRA, and SEC regulatory issues, as placement agent in private placement offerings under Regulation D, and as underwriters in underwritten offerings.

Mr. Daughney provides expertise and advice to his clients in public and private securities offerings including initial and secondary offerings of equity and convertible securities, rights offerings and shelf registrations. He has substantial experience with investment funds and private equity funds, and regularly advises hedge funds and venture capital funds on matters ranging from fund formation, organizational structuring, and regulatory compliance to individual transaction representation, restructurings, and asset management. In connection with financing transactions, Mr. Daughney has extensive experience representing both issuer and founders as well as investors and placement agents. As a result, he understands deals from the perspective of each party, making him a skilled and effective negotiator for his clients.

RECENT CLIENT ENGAGEMENTS

  • Served as lead counsel in connection with the formation of a SPAC and its $57 million initial public offering.
  • Served as M&A counsel to a client in connection with the sale of over 75 national franchise locations for gross proceeds in excess of $55 million.
  • Assisted a client in the aviation industry in connection with a re-financing and corporate restructuring of a corporate family of related entities and assets with financing facilities from three separate lenders with an aggregate funding of approximately $75 million.
  • Represented a private company and its founder in connection with a private equity firm investment with a valuation of $60 million. The transaction required a complicated corporate restructuring and conversion from an LLC to a C corporation.
  • Acted as lead transactional counsel in a reverse merger between a publicly traded OTC client and a private company. In recognition of the successful outcome from representing the sell side, the post-sale management team retained Mr. Daughney and the firm for its corporate and regulatory matters.
  • Assisted several broker-dealer clients in obtaining registration as broker-dealers in Israel.

PROFESSIONAL / COMMUNITY ACTIVITIES

  • Member of the American Bar Association, Middle Market and FINRA Broker-Dealer Committees. He is also a member of the informal bar practice group – New York/Washington Broker-Dealer Group – which is comprised of leading broker-dealer and investment advisor counsel.
  • Served as Mayor of the Village of Garden City, New York from April, 2017 to April 2019. Mr. Daughney has served as a Village Trustee for eleven years. In 2019, Brian was selected as a Pineapple Ball Honoree by the Garden City Chamber of Commerce, receiving the “Citizen of the Year” award for his outstanding service to the community.