Brian R. Rosenau
PEOPLE

Brian R. Rosenau

Partner
rosenau.brian@dorsey.com
New York P +1 (212) 415-9281 F +1 (646) 417-7308 London P +44 (0)20 7031 3760 F +44 (0)20 7031 3799

Overview

BRIAN HELPS COMPANIES ACHIEVE THEIR STRATEGIC GOALS BY COUNSELING THEM ON A WIDE VARIETY OF CORPORATE, CAPITAL MARKETS AND BUSINESS-RELATED MATTERS.

Specifically, Brian helps companies raise capital to grow their businesses by counseling both issuers and investment banks in a broad range of public and private, domestic and cross-border securities offerings. These include initial, follow-on and secondary public offerings, Rule 144A and Regulation S offerings, Regulation D offerings, registered "shelf" offerings, rights offerings and tender and exchange offers.

Brian also helps clients achieve their strategic goals through a wide variety of merger and acquisition transactions. In this regard, Brian regularly counsels clients with respect to domestic and cross-border acquisitions and sales of both publicly and privately held companies and divisions and businesses thereof.

In addition, Brian advises domestic and foreign companies in connection with corporate governance matters and ongoing securities law compliance.

Education & Admissions

College of William & Mary, Marshall-Wythe School of Law (J.D., 2005), Order of the Coif
Notes Editor of the William and Mary Law Review; class valedictorian

Miami University, Oxford, Ohio (B.S., Business, 2002), summa cum laude
Beta Gamma Sigma

Admissions

  • New York
  • Only admitted in New York

Experience

Representative Transactions

Capital Markets

  • Counsel to CHS Inc. in connection with over $1.7 billion of public offerings of preferred stock and the listing of such preferred stock on NASDAQ
  • Counsel to Deluxe Corporation in connection with $400 million of Rule 144A/Regulation S offerings of senior notes, as well as cash tender offers and consent solicitations for approximately $480 million of previously-outstanding senior notes
  • Counsel to Airspan Networks Inc. in connection with its private placements of over $185 million of Series C, Series D and Series E preferred stock
  • Counsel to IntegraMed America, Inc. in connection with its $21 million registered public offering of common stock
  • U.S. counsel to the placing agent in connection with ClearStar, Inc.'s Regulation S Category 3 initial public offering and listing on the AIM market of the London Stock Exchange
  • U.S. counsel to the nominated adviser and sole bookrunner in connection with Codemasters Group Holdings plc's £185 million initial public offering and listing on the AIM market of the London Stock Exchange
  • U.S. counsel to the sponsor and joint bookrunners in connection with Nanoco Group plc's admission to the Main Market of the London Stock Exchange and concurrent £20 million placing
  • U.S. counsel to the joint bookrunners in connection with Keywords Studios plc's £75 million cashbox placing 
  • U.S. counsel to a large international beverage company and its subsidiaries in connection with their $3 billion euro medium term note programme

Mergers and Acquisitions

  • Counsel to IntegraMed America, Inc., a formerly NASDAQ-listed company, in connection with its sale to an affiliate of Sagard Capital Partners for approximately $169.5 million
  • Counsel to Robert Bosch GmbH in connection with numerous acquisitions and divestitures, including, among others, its acquisition of the CST/berger measuring tools business of The Stanley Works for approximately $205 million, its acquisition of the friction materials business of Morse Automotive Corporation and its sale of the SKIL power tools business to the Chervon Group
  • Counsel to Paradigm Spine, LLC in connection with its sale to RTI Surgical Holdings, Inc. for up to $300 million of cash and stock
  • Counsel to Ninebot Limited and its affiliates in connection with its business combination with Segway, Inc., the world's leading provider of personal electric transportation known for its two-wheeled, self-balancing, battery-powered electric vehicles
  • Counsel to Torrent Pharmaceuticals Limited in connection with its acquisition of Bio-Pharm, Inc. 
  • Counsel to Otelco Inc. in connection with its acquisitions of Shoreham Telephone Company Inc., Reliable Networks of Maine, LLC and several entities from Country Roads Communications LLC
  • Counsel to Airspan Networks Inc. in connection with its acquisition of Mimosa Networks Inc. 
  • Counsel to TUV Rheinland North America in connection with its acquisitions of Non-Destructive Testing Services, Inc. and Unified Testing Services, Inc.

News & Resources

Articles

Remember New Item 16 When Filing Your Form 10-K This Year
NASDAQ Adopts Rule Requiring Disclosure of Golden-Leash Arrangements
SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements
Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements
NASDAQ Resubmits Proposed Rule Requiring Disclosure of "Golden Leash" Arrangements
Update Regarding Potential NASDAQ Rules Relating to “Golden Leash” Arrangements
NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements
EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies
10-K Conundrum: How SEC Filings Breed Employment Claims, Law 360
10-K Conundrum: 7th Circuit Holds Corporate Filings Can Lead To Employment Claims
EU Securities Settlement – Changes Should Make UK Listings More Attractive to US-Based Issuers
Changes to Delaware Law Facilitate Two-Step Public Company Merger Transactions and Confirm Default Fiduciary Duties in Limited Liability Companies
New York Enacts Revisions to Power of Attorney Law
Changes to New York Power of Attorney Law Could Have Broad Implications
SEC Mandates Use of XBRL for Financial Statements
Companies Should Look Closely at Risk Factor Disclosure in Light of the Current Financial Crisis
Note, "Gimme Shelter: Does the Fair Housing Amendments Act of 1988 Require Accommodations for the Financial Circumstances of the Disabled?," 46 William & Mary Law Review 787

News & Press Mentions

Super Lawyers Recognizes 15 Dorsey Lawyers in New York
Super Lawyers Recognizes 19 Dorsey Lawyers in New York
Dorsey Represents Otelco Inc. in Long-term Debt Refinancing
Super Lawyers Recognizes 19 Dorsey Lawyers in New York
Super Lawyers Recognizes 18 Dorsey Lawyers in New York
Dorsey Represents Underwriters in Tactile Medical IPO
Super Lawyers Recognizes 20 Dorsey Lawyers in New York
Dorsey & Whitney Represents Ninebot Limited in Business Combination with Segway Inc.
Dorsey & Whitney Represents CHS Inc. in Public Offering of Preferred Stock
Dorsey & Whitney Names New Partners
Super Lawyers Recognizes 17 Dorsey Lawyers in New York
Dorsey & Whitney Advises Cenkos on ClearStar, Inc. Admission to AIM
Dorsey & Whitney Named Capital Markets Law Firm of the Year-North America by Lawyers World Law
Super Lawyers Recognizes 18 Dorsey Lawyers in New York

Industries & Practices

  • Capital Markets
  • Closely Held Businesses
  • Corporate Governance & Compliance
  • Emerging Companies
  • Europe
  • Food, Beverage & Agribusiness
  • Healthcare
  • Mergers & Acquisitions
  • Private Equity
  • Technology

Accolades

Rated By Super Lawyers Brian R. Rosenau

  • Listed as a "Rising Star" by New York Super Lawyers, 2013-2019
  • Brian R. Rosenau