Brian C. Daughney serves as general counsel and a trusted advisor to clients, who benefit from his multidisciplinary experience. He provides experienced guidance to his clients with respect to mergers and acquisitions and public and private securities offerings, and general corporate law matters.

Mr. Daughney represents issuers and investors in a wide range of corporate transactions, including securities offerings, seed capital offerings, venture capital financings and other forms of private equity investment, mergers and acquisitions, joint ventures and recapitalizations and spin-outs. He provides counsel to public companies (domestic and foreign) in connection with their public offerings, PIPE financings, Securities and Exchange Act reporting requirements, regulatory compliance (including ongoing compliance with the SEC, NYSE, NASDAQ, FINRA and state securities laws) and general corporate governance matters.

Mr. Daughney also assists Special Purpose Acquisition Companies (SPACs) with their initial public offerings and ongoing reporting requirements as well as completing their business combination transactions.

He has also represented broker-dealer firms for over 25 years, including matters related to; formation; FINRA, and SEC regulatory issues; serving as placement agent counsel in private placement offerings under Regulation D; and as underwriter’s counsel in underwritten offerings including SPAC offerings. He advises broker-dealer clients in a myriad of issues, including AML and know-your- clients matters, net capital, block trades, conflicts of interest and capital markets.

Mr. Daughney also represents stockholders, private companies and public companies as buyers and sellers in mergers, asset and stock transactions, including founders and management teams in SPAC reverse mergers.

He provides expertise and advice to his clients in public and private securities offerings including initial and secondary offerings of equity and convertible securities, rights offerings and shelf registrations. He has substantial experience with investment funds and private equity funds, and regularly advises hedge funds and venture capital funds on matters ranging from fund formation, organizational structuring, and regulatory compliance to individual transaction representation, restructurings, and asset management. In connection with financing transactions, Mr. Daughney has extensive experience representing both issuer and founders as well as investors and broker dealer firms acting as placement agents.

Education

Hofstra University School of Law, J.D.
Clark University, B.A.

Admissions

Mr. Daughney is admitted to practice in New York.

Affiliations

Mr. Daughney is a member of the American Bar Association, Middle Market and FINRA Broker-Dealer Committees.  He is also a member of the informal bar practice group-New York/Washington Broker-Dealer Group-which is comprised of leading broker-dealer and investment advisor counsel.  From 2017-2019, Mr. Daughney served as the Mayor of the Village of Garden City as well as a Village Trustee for eleven years.

Recognitions

2019-Citizen of the Year Award Recipient, Garden City Chamber of Commerce.

Representative Matters

•  In 2020 and 2021 served as counsel in connection with the formation of numerous SPACs and their initial public offering with a gross offering value in excess of $800 million.
• Served as M&A counsel to a client in connection with the sale of over 75 national franchise locations for gross proceeds in excess of $55 million, additional sale transactions and acquisitions of new franchises.
• Assisted a client in the aviation industry in connection with a re-financing and corporate restructuring of a corporate family of related entities and assets with financing facilities from three separate lenders with an aggregate funding of approximately $75 million.
• Represented a private company and its founder in connection with a private equity firm investment with a valuation of $60 million. The transaction required a complicated corporate restructuring and conversion from an LLC to a C corporation.
• Acted as lead transactional counsel in a reverse merger between a publicly traded OTC client and a private company. In recognition of the successful outcome from representing the sell side, the post-sale management team retained Mr. Daughney for its corporate and regulatory matters.
• Assisted several broker-dealer clients in obtaining registration as broker-dealers in Israel and ongoing compliance matters.
• Served as SPAC counsel in connection with their “de SPAC” business combinations.