S. Brian Farmer - Attorney

S. Brian Farmer - Attorney

 

Brian Farmer is a Shareholder in the Firm and Vice Chairman of the Business Section.

Brian assists investment managers with the special regulatory and tax issues they face. Brian has worked with managers of numerous hedge funds, private equity funds, private real estate funds and funds of funds. In particular, Brian advises both investment managers and institutional investors on transactions and compliance issues involving alternative asset investments.

Brian also has deep experience in representing private companies, their management teams and investors in merger and acquisition transactions involving private companies.

Brian has participated in transactions that, together, exceed several billion dollars.

Relevant Experience:

  • Regularly represents funds of funds and other institutional investors in due diligence for private equity, venture capital and oil and gas investments, side letter negotiations and secondary sales of alternative asset investments. Transactions generally range from $5 to $50 million per investment.
  • Represented a real estate syndicator in a credit/private equity agreement with a large U.S. bank valuing the company at over $100 million.
  • Represented company management in the sale of a controlling interest in a national distributor of construction materials by one private equity fund to another. The transaction valued the company at over $100 million.
  • Represented an investor relations company listed on the London AIM exchange in a going private transaction in which it was acquired by a U.S.-based private equity fund.
  • Represented a telecommunications company in several rounds of minority investments by a regional venture capital fund.
  • Represented a special opportunities real estate fund in developing offering documents that led to a successful closing of the offering in the post-Lehman Brothers environment, including a strategic investment by the private equity arm of a Fortune 500 company in the fund and the manager.
  • Represented a private event management company acquired by a NASDAQ listed company in exchange for registered stock.
  • Served as counsel to a nationally recognized brokerage firm on a securities lending transaction in excess of $100 million.
  • Represented a private equity fund organized to acquire controlling interests in small community banks. This representation required registration of the fund as a bank holding company with the Federal Reserve.
  • Represented several private investment funds organized to create a diversified investment portfolio of commercial property and raw land.
  • Assisted numerous investment advisors in creating fund of funds to provide their clients exposure to hedge fund, private equity and venture capital investments.

Education:

  • University of Virginia School of Law, J.D.
  • University of Virginia, B.A., Phi Beta Kappa

Published Work/Speaking Engagements:

  • "The Right Combination: Virginia's New Business Entity Merger Law" Virginia Bar Association Journal (Winter 1993)
  • Co-Author, "The Virginia Limited Liability Company Act" University of Richmond Law Review (1991)
  • "Limited Liability Companies in Virginia", Chapter 2 - "Formation and Operation" Virginia Law Foundation (1995, 1998, 2000, 2003, 2006, 2008 Supplements)
  • "Pooled Investment Funds for Registered Investment Advisors," NAPFA Investment Conference (2009) 
  • "Registered Investment Advisors and Pooled Investment Funds - The Legal Landscape" presented to The Hindsight Group (2008)
  • "Chaos Is Come Again: Preparing Your Client for Due Diligence" Virginia Bar Association Advanced Business Law Seminar (2004)
  • Co-Author of Virginia Equity and Subordinated Debt Tax Credit legislation (1999)
  • Member, Virginia House of Delegates Technical Advisory Committee to Revise Virginia Securities Laws
  • Guest Lecturer, McIntire School of Commerce, University of Virginia

Pro Bono/Community Service:

  • Board of Directors, Richmond SportsBackers
  • Board of Directors, Virginia Capital Trail Foundation
  • President and Director, Greater Richmond Stop Child Abuse Now (1998-1999)
  • Secretary and Director, Virginia Biotechnology Association (1994-2008)
  • Leadership Metro Richmond, 1996

Recognition:

  • The Best Lawyers in America, Private Equity Law/Leveraged Buyouts, Venture Capital Law, Information Technology Law
  • Virginia Business Magazine's Legal Elite
  • Virginia Super Lawyers, 2008, 2009, 2010
  • Greater Richmond Technology Council, Leadership Award, 2004
  • Judicial Clerk, Honorable J. Calvitt Clarke, U.S. District Court, Eastern District of Virginia, 1987-88

Memberships:

  • American Bar Association (Member: Sections of Business Law; Institutional Investors; Intellectual Property Law)
  • Virginia State Bar (Member: Business Section)
  • Virginia Bar Association (Member: Business Section)

Firm Involvement:

  • Vice Chairman, Business Section  

Bar Admission:

  • Virginia, 1987
  • U.S. District Court, Eastern District of Virginia, 1987