Brian C. O'Fahey
Partner Corporate & Finance
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Overview
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Experience
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Credentials
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Insights and events
Brian O’Fahey is a recognized corporate and securities transactional and advisory lawyer, with a particular expertise on recent securities law and ESG-related developments and emerging issues.
Brian works closely with in-house legal and finance departments, C-suite executives, and boards of directors, helping them execute their optimal value generating strategies and using law as a tool to achieve their business goals. His diverse transactional practice ranges from leading equity and debt public offerings and private placements to negotiating public company acquisitions, divestitures, and other strategic transactions. He regularly counsels boards and committees on corporate governance and public company reporting issues, fiduciary duties matters, executive compensation arrangements, and listing exchange matters.
As U.S. lead on our global ESG Core Team, he helps coordinate the firm’s global climate reporting practice, advising clients on the integration of global mandatory and voluntary reporting regimes, including the U.S. Securities and Exchange Commission and State of California’s respective climate reporting rules, the EU’s Corporate Sustainability Reporting Directive, standards being set by IFRS’s International Sustainability Standards Board, and institutional investor and proxy advisory firm policies. Brian’s insights into ESG-related topics have been quoted in Reuters, the National Law Journal, Bloomberg, Financial Times and CSO Futures, and he has served as a panelist at the Society for Corporate Governance’s National Conference and at OutQUORUM’s Annual Summit. He is a Lecturer at the University of Virginia School of Law, where he co-teaches a course on corporate governance.
Having previously worked at a U.S. Attorney's Office, as well as defending clients in criminal proceedings as a student attorney, Brian also works seamlessly with white collar group colleagues, including on matters related to the potential or actual restatement of financial statements.
Representative experience
Bluejay Diagnostics in its US$8.8m and US$3.5m public offerings of common stock and warrants, its US$1.6m registered direct offering of common stock and warrants, and a US$2.3m private placement.
eMed in a 2-step tender offer and merger transaction by which it acquired Science 37 Holdings.
Conformis in its US$17.3m registered direct offering of common stock and warrants, US$85m underwritten public offering of common stock, and all-cash sale transaction with restor3d, Inc.
Orthofix Medical in a US$830m merger-of-equals with SeaSpine, US$140m sale of its sports medicine business, US$330m acquisition of a spinal implants business, and US$19m sale of its vascular business.
National Rural Utilities Cooperative Finance Corporation in multiple medium-term notes and collateral trust bond public offerings aggregating over several billion dollars.
Transurban in its US$2.1bn sale of a 50 percent interest in its Transurban Chesapeake assets, including multiple toll roads.
NextEra Energy and Mendocino Capital, LLC in their purchases of US$100m in preferred stock and US$25m in common stock of OPAL Fuels Inc.
NextEra Energy in its US$1.5bn sale of its FPL FiberNet business to Crown Castle.
James Ayers in his US$102m underwritten public offering and sale of common stock in FB Financial Corporation through Keefe, Bruyette & Woods,, a Stifel Company
Novartis in its US$8.7bn acquisition of AveXis.
Orthofix Medical in its US$10m preferred stock and convertible notes investment in Neo Medical SA.
R&R Trucking and its members in its sale transaction with Daseke.
CereVasc in a US$44m Series A private placement equity financing transaction.
3M Company in its US$1bn acquisition of the Polypore separations media business.
Insulet in its US$345m convertible senior notes public offering.
The Advisory Board Company in its US$850m acquisition of Royall & Company.
Omnispace in its US$60m private placement equity financing.
Cytyc Corporation in its US$450m acquisition by tender offer of Adeza Biomedical Corporation, and subsequent US$6.2 billion sale to Hologic.
Constitution Medical in multiple private placement transactions with Warburg Pincus and its management team and founders in the company’s subsequent US$220m sale to Roche.
Insulet in the sale of its Neighborhood Diabetes subsidiary to Liberty Medical.
Katch and VM Holdings in multiple private placement equity issuances, the acquisitions of BrokersWeb and Web Dev and Katch’s subsequent exit sale transaction with MediaAlpha.
Oversee.net in its US$65m acquisition of Moniker, US$45m acquisition of SnapNames and OregonNames, and multiple subsequent asset divesture transactions.
ODN Holdings in its US$150m private placement of preferred stock to Oak Hill Capital Partners.
Novoste Corporation in its (i) strategic alternatives process (ii) proposed merger with ONI Medical, and (iii) subsequent sale of its vascular brachytherapy business to Best Vascular.
Orthofix International in its corporate redomicile from Curaçao to the State of Delaware, and related registration statement on Form S-4.
Nabi Biopharmaceuticals in its US$250m cross-border business combination with Biota Holdings and its US$185m sale of its biologics division to Biotest Pharmaceuticals.
Independent directors, special committees, and audit committees in controlling stockholder transactions, internal and/or government investigations, restatements, and shareholder litigation.
Advertising.com in its US$435m acquisition by America Online.
An SEC-appointed monitor in connection with the court-supervised administration of GPB Capital and its related funds following the criminal indictment of its founder.
The boards of several companies in the defense of shareholder activism matters, including the negotiation of several cooperation agreements and the successful defense of a short slate proxy contest.
Multiple clients on their ESG reports and disclosures, and with respect to greenwashing risks.
Credentials
- J.D., Georgetown University Law Center, magna cum laude, Order of the Coif, Notes 2001, 2001
- B.A., Macalester College, Legal Studies Prize Winner, 1996, 1996
- District of Columbia
- Member, Society for Corporate Governance