Brett practices principally in the areas of:
- Corporate finance.
- Securities regulation and disclosure.
- Mergers and acquisitions.
- Strategic corporate transactions.
- Executive compensation.
- Corporate governance.
Brett represents publicly-held companies in strategic corporate transactions including mergers, acquisitions, dispositions, tender offers, go-private transactions, poison pills and accelerated share repurchases.
He also represents companies in capital formation transactions, including initial public offerings (IPOs), follow-on offerings, registered debt issuances, registered directs, private investments in public equity (PIPEs), private placements, private equity and venture capital financing.
As disclosure counsel, Brett addresses each element of a company’s disclosure program, including SEC filings, earnings releases, analyst calls, website postings and other communications.
He also handles complex executive compensation matters and related agreements and disclosures. Brett deals with sensitive business and corporate governance matters, including working with independent transaction committees, special investigations, executive officer transitions, confidential treatment requests, and NYSE and NASDAQ compliance.
Brett represents or has represented public companies in the following industries: air travel, animal health, banking, business intelligence solutions, cardiovascular devices, commercial real estate, dental products and services, micro-brewing, pre-recorded music and video, radio, recreational boats, restaurants, same-day delivery service, telecommunications and utilities. In addition, he has experience representing various underwriters and placement agents.
Before joining the firm, Brett served as an extern in the Division of Corporation Finance at the U.S. Securities and Exchange Commission in Washington, D.C. In addition, he formerly served as a White House intern in the President’s Office of Intergovernmental Affairs.
Brett has lectured on the Sarbanes-Oxley Act for Minnesota Continuing Legal Education and on the JOBS Act for various audiences.
Honoree, Rising Star, Minnesota Super Lawyers
Recognized for his work in the Big Deals section of American Lawyer for work on PepsiCo/PepsiAmericas merger.
All Service Areas
- Washington University School of Law in St. Louis (1995)
J.D., Honor Scholar
- Carleton College (1992)
B.A., cum laude
- State - District of Columbia
- State - Minnesota
- Representation of a global distributor of health products and services in the $715 million sale of its medical supply business to a private equity firm; its $1.1 billion acquisition of a leading animal health distribution company.
- Representation of a premium coffee company in its negotiation of a merger agreement and its response to a tender offer, a transaction valued at $340 million.
- Representation of a casual dining restaurant group since its IPO, including PIPE transactions, preferred stock financings, a debt restructuring, sale of control to a private equity investor and acquisitions of assets.
- Representation of an NYSE listed bottling company, including $1.4 billion of registered debt issuances, 10b5-1 repurchase plans, adoption of a majority voting policy and a $7.8 billion merger and go-private transaction.
- Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.
- Representation of a marketing technologies company in its IPO, follow-on offering and registered direct offerings.
- Representation of a media entertainment licensing company in its go-private transaction.
- Representation of a medical device company since its IPO, including PIPE transactions, a debt conversion, other equity financings, a senior secured debt issuance and follow-on offering.
- Representation of a microbrewery since its IPO in its public disclosures, SEC filings and go-dark transaction.
- Representation of a same-day, time-critical transportation and distribution/logistics services company in its preferred stock and secured note financing transactions.
- Representation of an airline holding company in its dissolution, plan of liquidation and distributions to shareholders.
- Representation of companies seeking no-action relief from the SEC in connection with various shareholder proposals and obtaining confidential treatment for contractual provisions the disclosure of which would cause competitive harm.
Speeches and Publications
- Contributor, M&A Insights for MPR Story, Nov. 6, 2014
- American Bar Association
- Minnesota State Bar Association
- District of Columbia Bar
- Hennepin County Bar Association
- Junior Achievement of the Upper Midwest, Inc.
Past Member, Board of Directors (2003-2015)