Jeffrey M. Brenman

Bio

Jeffrey Brenman's practice focuses on business law, including: entity organization; structuring and governance matters; financing transactions for both private and publicly held companies; and dispute resolution, including litigation and arbitration. He also provides counsel concerning general business matters. In addition to his practice, he is an Adjunct Professor of Law at Denver University’s Sturm College of Law (most recently teaching the course in Securities Regulation).

Jeff’s experience spans transactions involving entities of every size, from small, single owner businesses through large, publicly traded companies. He has represented clients involved in initial and secondary public offerings and complex mergers and acquisitions, including representation of a publicly held NASDAQ listed target that completed a $100,000,000 "going private" leveraged buyout.

Jeff is currently counsel to a company that has raised more than $100 million in the last ten years, including funds raised to invest in other “fund of funds” partnerships (hedge, arbitrage and private equity funds); real estate development; and energy (oil and gas and geothermal development projects). He has represented clients in many industries, including medical products (seasoned and developmental), manufacturing, oil and gas, computer hardware and software, communications, real estate, professional practices, architecture and construction.

Jeff has extensive experience with federal and state securities law for both public and private companies, and has represented clients (both businesses and individuals) in civil business litigation and arbitration proceedings, including complex litigation, securities arbitration and SEC administrative proceedings.

Before deciding to pursue a career in law, Jeff was a biologist, and worked as a researcher and technician in the electron microscopy laboratory of the Pathology Department at The Children’s Hospital in Denver for seven years. He has been a practicing attorney in Colorado continuously since 1984. Jeff has also spent a substantial amount of his career representing clients in dispute resolution, including litigations and arbitrations.

Jeff's outside interests include the arts (both visual and performing), music, ballroom dancing (with a passion for Argentine Tango), reading, travel, photography and outdoor activities (including skiing, golfing, hiking, bicycling and motorcycling).

Practice Areas

  • Equity, debt and “hybrid” finance transactions
  • Mergers and acquisitions
  • Asset purchase and sale transactions
  • Employment and contractor relationships
  • Licensing
  • Joint ventures and strategic partnerships
  • Federal and state securities law compliance
  • Dispute resolution, including litigation and arbitration

Bar Admissions

  • Colorado Bar Association
  • Denver Bar Association
  • American Bar Association

Education

  • J.D., Denver University College of Law 1984, Order of St. Ives
  • B.S., with distinction, in molecular, cellular & developmental biology, with a minor in chemistry, 1975, University of Colorado at Boulder

Affiliations

  • Adjunct Professor of Law, Denver University Sturm College of Law

Community Involvement

  • Colorado Lawyers Committee
  • Tango Colorado, Inc. (a local non-profit devoted to education concerning Argentine Tango)

Representative Matters

Corporate, Partnership and Securities Law Matters
  • Counsel to a private equity fund company that raises capital to invest in real estate, energy (oil and gas and geothermal projects), equipment leasing and hedge funds
  • Counsel to numerous small business entities, including corporations, partnerships and limited liability companies, in all aspects of general business and securities law matters
  • Counsel to publicly traded companies in diverse industries (including companies engaged in the cogeneration, medical products, manufacturing, technology, computer hardware and software and retail sales industries) on various matters, including general corporate; securities law matters (including Sarbanes-Oxley and Dodd-Frank compliance and governance requirements); public reporting for both the entity and its officers and directors; and preparation, review and filing of registration statements under the 33 Act 
  • Counsel to a publicly traded company in the "transaction processing" industry, including counseling on general corporate matters, licensing, customer and joint development agreements; '34 Act compliance and secondary private and public securities issuance transactions including private placements, including PIPES, and secondary registration of securities for public resale
  • Counsel to start-up and venture financed companies in various industries in capital raising transactions (equity and debt), including seed capital, "angel" and venture capital financings and restructuring and reorganization transactions 
Mergers and Acquisitions; Purchases and Sales of Businesses
  • Represented a privately held maker of tape drive storage systems in an acquisition by a large, publicly traded company, including negotiation of the stock purchase agreement, Hart Scott Rodino (HSR) filings, due diligence, proxy statement and preparation of "fairness hearing" materials under California law for the Section 3(a)(10) registration exemption
  • Represented a maker of water purification measurement equipment in an acquisition of all outstanding stock and options of the company by a large, publicly traded company, with responsibility for negotiation of the stock purchase agreement, preparation of the HSR filing, due diligence responses and the proxy statement 
  • Represented a NASDAQ listed public company in a leveraged management buyout through a registered tender offer by a privately held investment fund, including negotiation of the merger agreement, due diligence responses, Rule 13a-9 filings under Regulation M of the SEC's merger rules and preparation of solicitation materials and proxy statement
  • Representation of clients in public company "reverse merger transactions” by which a private, operating company is acquired by a public company, thereby creating a publicly traded operating company 
Litigation and Dispute Resolution
  • Shareholder oppression and minority rights claims (including representation of both corporations and shareholders)
  • FINRA arbitrations, representing brokerage customers in claims for churning, breach of duty by registered representatives, failure to supervise and improper trading recommendations
  • SEC enforcement proceedings, including representation of both companies and individuals, involving alleged violations of federal securities laws 
  • Contract dispute litigation, including claims arising out of sale of business transactions, fraud, tortious interference with contract and other business torts
  • Employment contract claims, including both employee claims and employer defense
  • Employment discrimination claims, including wrongful discharge under state and federal laws
  • Regulatory agency proceedings, including rulemaking before the Colorado Public Utilities Commission