Our Attorneys

Brian A. Smith

Brian Smith is a partner in the Corporate & Securities Group, where he helps companies anticipate, negotiate and implement strategies involved in all types of capital events. His clients regard him as being a skilled “translator,” with a unique ability to craft easy to digest business decisions from complex sets of legal, tax, and commercial facts and variables.

Privately held companies of every size turn to Brian for his creative thought leadership in structuring joint ventures, investment funds, mergers, acquisitions and divestitures, among other transactional matters. He advises clients on navigating the waters surrounding the structuring of joint ventures, the formation of investment funds, reorganizations, the acquisition and selling of businesses and transactions involving private equity groups. Additionally, emerging companies frequently turn to Brian to help them devise structures and platforms that foster future growth, attract additional investment and realize valuable exit strategies.

A technical tax background propelled Brian’s focus on the structuring of companies and their “life events.” He began his career as a CPA for Arthur Andersen and later worked for the Chief Counsel of the Internal Revenue Service, where he represented the interests of the government before the United States Tax Court. At Fox Swibel, he melds these technical proficiencies with his creativity and experience to help clients develop and execute plans that take into account all of the variables that enter into a company’s capital events –financial, management control, taxation, and personnel to name just a few.

Venture Capital and Private Equity

• Represented an institutional client in structuring and forming a fund to invest $1 billion in U.S. commercial real estate.
• Counseled and negotiated on behalf of a U.S. real estate developer on a $500 million joint venture with a private equity company.
• Structured and led the team in the sale of a global manufacturer of landfill environmental products and equipment to a Philadelphia-based private equity firm.
• Represented the provider of healthcare decision support applications in a sale to a NASDAQ-listed provider of health information services for approximately $60 million cash and stock, resulting from an auction of the company.
• Represented a Chicago-based private equity firm in connection with the financing and platform acquisition of a leading provider of outsourced electronics repair service programs.
• Led the team in representing a leading men’s accessories retailer and its founders in a sale to a Chicago-based private equity firm.
• Represented a Chicago-based private equity firm in connection with its financing and acquisition of a leading American precious metal dealer.
• Represented a national fast-casual restaurant franchise in the sale of a minority interest to a San Francisco-based private equity firm.
• Regularly represent a Midwest-based venture capital fund on its convertible-debt and subsequent preferred equity investments in technology companies.
• Represent and act as outside general counsel to venture capital funds in formation, acquisition, corporate, and related issues.

Family Office

• Represent several large family offices in analyzing, investigating, structuring, negotiating, and managing investment vehicles, funds, and operating businesses.
• Represented a family office in structuring a regional-based venture fund and in acquiring portfolio companies.
• Assisted a family office in designing, structuring, and implementing an equity incentive plan designed to align employees’ interests with specific performance metrics

Food and Beverage Industry

• Represented a large food manufacturer in negotiating an international joint venture with a food ingredient provider.
• Represented a food ingredient company in the sale of the business to a large multinational agribusiness conglomerate.
• Represented an entrepreneur-owned food ingredient manufacturer company in selecting investment bankers, managing the sale process, and ultimately selling the business to a large multinational specialty ingredient developer and manufacturer.
• Represented a privately held food manufacturer company in the sale of its specialty pasta business and manufacturing facilities to a large privately held food business.
• Represented a Midwest U.S.-based ingredient manufacturer in restructuring and winding down a cross-border joint venture with a European conglomerate.
• Counseled an entrepreneur-founder-owned consumer packaged goods (CPG) specialty snack food business in developing and implementing an equity ownership plan.
• Act as outside counsel for a specialty coffee roaster and retailer.
• Represented a grower and marketer of specialty microgreens in debt and equity restructuring.

Manufacturing and Industrial

• Structured a joint venture among major distributors of institutional kitchen equipment in creating a national purchasing consortium.
• Represented an Oregon-based manufacturer of audio and video equipment in a sale to a large family office.
• Structured, negotiated, and documented complex equity raising tranches for a nationwide industrial real estate redeveloper with respect to several large multiyear industrial projects across the country.
• Helped restructure a fourth-generation owned and managed Chicago-based automotive service business with 15 locations.
• Represented a private trucking company in its sale and with respect to rollover interest in a large transportation roll-up strategy

Technology and Entrepreneur-Owned Companies

• Restructured debt and equity capital instruments for several venture-backed early-stage technology companies.
• Structured, negotiated, and drafted a joint venture between two significant live music performance marketing and music touring/booking companies.
• Acted as counsel for multiple legal Illinois-based cannabis companies in corporate and commercial structuring issues, including mergers and acquisitions.

• Pro bono counsel to a variety of public charities, including the Great Lakes and St. Lawrence Cities Initiative, an international coalition of mayors and other local officials that works actively with federal, state and provincial governments to advance the protection and restoration of the Great Lakes and the St. Lawrence River.