Brian Larsen provides business transactional legal services to corporations, with an emphasis on day-to-day corporate law matters, corporate governance, mergers and acquisitions, securities laws, and banking law.
Mr. Larsen acts as outside legal counsel for corporations, ranging from established public and private businesses, emerging-growth businesses, and entrepreneurs. He works with business owners, managers, employees, investors, customers, and vendors to respond to their day-to-day business needs and legal issues.
Mr. Larsen has experience in advising clients on corporate structure and business entity selection, corporate governance issues, mergers and acquisitions, contractual negotiations, and other general day-to-day legal and business issues which arise. The legal services provided by Mr. Larsen include the following:
- Represents buyers and sellers in structuring merger and acquisition transactions, including issues relating to strategic planning and integration of acquired businesses.
- Drafts and negotiates stock purchase agreements, asset purchase agreements, and such other legal documents related to a merger and acquisition transaction.
- Advises clients with respect to securities law and regulatory issues.
- Represents clients in structuring various debt and equity capital transactions, including obtaining financing from investors and financial institutions, the private placement of securities, and various other financing alternatives.
- Represents banking and financial institutions, advising such clients on structure, regulatory compliance, capital raising activities, and contractual arrangements.
- Works with state and federal securities law and banking regulators.
- Represents clients in the negotiation of contracts, including distribution agreements, supply agreements, and agency agreements.
- Advises clients regarding strategies available to business owners regarding business exit strategies.
- Primary attorney responsible for reviewing and drafting of corporate contracts relating to the day-to-day operations of public company, including distribution agreements, sales agreements, purchase agreements, agency agreements, license agreements, employment agreements, and confidentiality agreements. Work with Chief Executive Officer, Chief Financial Officer, and Vice President of Business Development regarding negotiating and drafting letters of intent and term sheets concerning the asset and stock acquisition of target corporations. Conduct due diligence review of target corporations. Negotiate and draft definitive purchase agreements regarding the acquisition of such target corporations.
- Represents a large Idaho commercial construction equipment corporation with respect to the acquisition of target companies.
- Represents Idaho based banking and financial institutions in all facets of business growth and regulatory compliance. Negotiated and drafted private placement memorandum for community bank in Regulation D offering of capital stock.
- Negotiated and closed numerous sales and acquisitions for a national operator of companion animal veterinary practices with hospitals located in Arizona, Oklahoma, Texas, and Washington. Instrumental in drafting and negotiating the terms of the sale or acquisition of veterinary hospitals including (i) drafting term sheets, (ii) conducting due diligence, drafting asset sale agreement, asset purchase agreement, stock purchase agreements, employment agreements, real property leases, security agreements, promissory notes, and (iii) preparing corporate resolutions and certificates. Worked closely with the Chief Executive Officer and Chief Financial Officer in negotiating and finalizing acquisitions.
- Incorporated or formed over 150 closely held companies in the states of Idaho, Nevada, California, Utah, Montana, Washington, Arizona, and Delaware (entities include: regular business corporations, limited liability companies, partnerships, and professional corporations). Transactions have included negotiating and drafting corporate organizational documents and agreements, share transfer agreements, buy-sell agreements, voting agreements, investor rights agreements, real estate and equipment leases, distribution and sales agreements, sales agency agreements, license agreements, non-compete, non-disclosure and confidentiality agreements, and employee agreements.
- Negotiated and drafted term sheets and private placement memoranda for emerging growth companies in a number of Regulation D and other offerings to public investors, venture capitalists, and angel investors.
- Reviewed and commented on various SEC filings for public company listed on the NASDAQ. Advised Chief Financial Officer regarding various NASDAQ Marketplace Rules requirements including (i) status of independence of directors and (ii) drafting of Code of Conduct, Governance and Nominating Committee Charter, Compensation Committee Charter, and Audit Committee Charter.
- Conducted due diligence review of veterinary supply distributor in preparation of initial public offering. Led due diligence team in organizing and reviewing all due diligence documents requested by investment bankers. Worked extensively with the veterinary supply distributor’s securities attorneys in the drafting and filing of the Form S-1 and accompanying exhibits.
- Primary attorney responsible for the reorganization of a local bank into a bank holding company, pursuant to a share exchange whereby the bank became a wholly owned subsidiary of the bank holding company. Prepared proxy statement materials distributed to the shareholders concerning the share exchange and approval of the same. Worked extensively with bank holding company in subsequent offering of trust preferred securities.
- Conversion of an Idaho water irrigation management systems limited liability company to an Idaho corporation and successful Regulation D offering. Represent company in all facets of business growth.
Law School: University of Colorado at Boulder, J.D., 2001
Business School: University of Colorado at Boulder, MBA, 2001
Undergraduate: Utah State University, B.S., cum laude, 1997
Boise State University, Executive MBA Program Guest Lecturer since 2007
Boise Young Professionals, Founding Member; Board 2006-2008; Member since 2006
Boise State Northwest Venture Championship, volunteer judge, 2004-2007
Intermountain Venture Forum, volunteer and participant, 2002-2006