Overview

About Brian

Brian Larsen provides business transactional legal services, with an emphasis on mergers and acquisitions, securities regulations, corporate governance, and start-ups and emerging growth companies. Brian acts as outside legal counsel for corporations, ranging from established public and private businesses to emerging-growth businesses and entrepreneurs. He works with business owners, boards of directors, managers, employees, investors, customers, and vendors to respond to their financial, corporate governance, securities and strategic planning issues, along with the day-to-day business needs that arise for any company.

Brian’s experience includes reviewing and drafting corporate contracts, including supplier agreements, distribution agreements, sales agreements, joint venture agreements, purchase agreements, agency agreements, license agreements, employment agreements, and confidentiality agreements. He counsels clients on negotiating and drafting letters of intent and term sheets concerning the asset and stock acquisition of target corporations, conducts due diligence review of target corporations, and negotiates and drafts definitive purchase agreements regarding the acquisition of such target corporations. He advises clients with respect to securities law and regulatory issues, representing clients in structuring various debt and equity capital transaction, including obtaining financing from investors and financial institutions, the private placement of securities, and other financing alternatives.

Brian is a member of the firm’s Corporate, Technology Ventures and Mergers and Acquisitions groups and is a frequent speaker on mergers and acquisitions, and start-ups and emerging growth companies. Brian is also a member of the firm’s Health Care and Consumer Product, Manufacturing, and Transportation industry group.

Prior to joining Stoel Rives, Brian was a partner at the law firm of Hawley Troxell Ennis & Hawley LLP in Boise, Idaho. A native of Utah, Brian and his family have called Boise home for twenty years, and he and his family enjoy biking, hiking, and exploring the National Parks.

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Experience

Experience

  • Represented a consulting engineering firm in the $24,000,000 stock acquisition of an engineering, procurement, construction, operations and maintenance company located in the Northeast.
  • Represented a heavy equipment leasing company in the $24,400,000 asset acquisition of a wholesale dealer of new and used agricultural equipment.
  • Represented a software company in the $40,000,000 stock sale of the company to an NYSE public company.
  • Represented a health-care management services company in its representation and provisions of administrative services to health care entities.
  • Represented a wood manufacturing and distribution company in the acquisition of multiple manufacturing mills, located through the nation.
  • Represented an engineering and production company, focused on health care and transportation industries, in a leveraged buyout by management team.
  • Represented a restaurant franchisee in the $16,000,000 asset sale of the franchises to the franchisor.
  • Represented a NASDAQ public company in the $16,500,000 asset acquisition of a veterinary products distribution company located in the Northeast.
  • Represented an orthopedic emergent care facility in its multimillion-dollar equity capital raise, corporate restructuring, and acquisition of health care facilities and talent.
  • Represented a real estate development company in its multimillion-dollar debt and equity capital raise and implementation in commercial projects throughout the Treasure Valley, Idaho
  • Represented a veterinary supply distributor in the acquisition of multiple target companies located throughout the United States.
  • Represented a veterinary supply distributor on its preparation for an initial public offering. Led due diligence team in organizing and reviewing all due diligence documents requested by investment bankers, and assisted with the drafting and filing of the Form S-1 and accompanying exhibits.
  • Represented a local bank on its reorganization into a bank holding company, pursuant to a share exchange whereby the bank became a wholly owned subsidiary of the bank holding company.
  • Represented a large Idaho commercial construction equipment corporation in the acquisition and subsequent operation of multiple target companies.
  • Represented a national operator of companion animal veterinary practices and hospitals located in Texas and California, in connection with the negotiation of numerous sales and acquisitions.
  • Represented more than 150 closely held companies in Idaho, Nevada, California, Utah, Oregon, Texas, Montana, Washington, Arizona, and Delaware on entity formation and corporate structure matters.
  • Represent emerging growth companies in connection with negotiating and drafting term sheets and private placement memoranda for public investors, venture capitalists, and angel investors.
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Honors

Honors & Activities

Professional Honors and Activities

  • Selected as one of “America’s Leading Lawyers for Business” (Idaho) by Chambers USA (currently: Corporate/Commercial), 2017–2020
  • Boise Young Professionals, founding member; board of directors, 2006–2008
  • American Bar Association, 2001–present
  • Boise Metro Chamber of Commerce, Leadership Boise Program graduate, 2005–2007

Civic Activities

  • Board of Trustees of Idaho Technology Council, 2010–present
  • Chairperson, Idaho Innovation Awards, 2016–present
  • Boise State Northwest Venture Championship, volunteer judge, 2004–2007
  • Intermountain Venture Forum, volunteer and participant, 2002–2006
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Insights & Presentations

Insights & Presentations

  • Boise State University, Executive MBA Program Guest Lecturer, 2007–present
    • “Preparing to Buy or Sell Your Company”
    • “Financing Your Start-up: FFF, Angels, VCs, PE, Banks, and Others”
  • Quoted in “Data Security Experts: You Need to Stay Ahead of Fraudsters,” in Idaho Business Review, June 12, 2015
  • “Being Proactive: What Can You Do Now to Avoid the Pitfalls and Dangers of Internal and External Corporate Fraud?” Zions Bank Fighting Fraud Conference, Boise, Idaho, June 2015
  • “Protecting Your Trade Secrets,” Best Practices Club, Association of Corporate Counsel, Mountain West Chapter, Boise, Idaho, April 7, 2015



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