Business Acquisitions, Joint Ventures, and Pragmatic Outside Counsel

Brian chairs Willcox Savage’s Corporate, Securities and Finance Practice Group and counsels companies at every stage of growth on general business matters, mergers and acquisitions, divestitures, joint ventures, and pass-through entity taxation. He integrates corporate strategy with tax-efficient structures to move deals from term sheet to closing with precision. His experience spans numerous industry verticals and transaction types, including serving as outside general counsel to a food processing company, leading a multinational company’s divestiture of a U.S. aerospace subsidiary, and guiding an insurance brokerage through a series of agency acquisitions before its ultimate sale to a national company. Brian has handled platform and add-on transactions for information technology companies and private investor groups, represented buyers and sellers of automobile dealerships, and managed strategic exits for government contractors, including sales to ESOP-owned and U.K. public company affiliates. As part of his focused tax practice he also advises on conservation easements and Virginia Land Preservation Tax Credits and forms project-based joint ventures for real estate and operating businesses.

Notable Work & Achievements

Outside Counsel to a Food Processor

Serves as outside counsel to a food processing company, advising on commercial contracts, governance, compliance, and routine operational matters that support ongoing growth.

Insurance Brokerage Roll-Ups

Represented an independent insurance brokerage agency in a series of acquisitions, including the purchase of the insurance operations of a banking concern. Work included structuring, diligence, producer transitions, regulatory filings, and coordinated closings.

Government Contractor Transactions

Represented a modeling and simulation contractor in a multi-million dollar stock sale to an ESOP-owned government contractor. Separately represented a U.S. technical services contractor in a multi-million dollar stock sale to the U.S. subsidiary of a U.K. publicly listed contractor, including contract novation and regulatory considerations.

Media Companies

Represented a broadcast media company in the multi-million dollar acquisition of three full-power television stations. Advised a private investor group on the acquisition of a multi-state media production company, addressing financing, governance, and incentive arrangements.

Industrial and Infrastructure Transactions

Represented a multinational public company in the multi-million dollar divestiture of a U.S. aerospace subsidiary. Advised a port services company on a multi-million dollar asset sale to the U.S. subsidiary of a company traded on the Helsinki Stock Exchange. Represented a ready-mix concrete and aggregates business in a multi-million dollar sale to a private buyer.

Automobile Dealerships

Represented multiple companies in the sale and acquisition of automobile dealerships, including manufacturer approvals, real estate components, floor-plan and other financing, and post-closing transition matters.

Medical Waste Divestiture

Represented a private, integrated medical waste processor in its divestiture to a publicly traded company, managing corporate, regulatory, and transition workstreams.

Conservation, Credits, and Tax Controversies

Represented landowners in negotiating and documenting conservation easements and the sale of Virginia Land Preservation Tax Credits. Represented a multi-state assisted living chain in a state franchise tax dispute and a manufacturing company in obtaining abatement of a sales and use tax assessment before the Virginia Department of Taxation.

Project-Based Joint Ventures

Represented numerous real estate investors and developers in forming project-specific joint ventures, preparing operating agreements, capital structures, and investor rights provisions tailored to project objectives.