Brian M. Flaherty



  • Overview


    Brian Flaherty serves as co-chair of the firm's Business Transactions Group, where his practice involves representing privately- and publicly-held companies in all aspects of corporate and transactional law. Brian's practice focuses on three main areas: mergers and acquisitions, venture capital and equity financings, and general corporate matters.

    Mergers and Acquisitions

    Brian represents private equity sponsors, corporate clients and other privately owned companies in a wide range of domestic and cross-border merger and acquisition transactions, including leveraged buyouts. He advises buyers and sellers on structuring transactions and negotiating acquisition and financing agreements. He recently led the firm’s representation of a private equity sponsor in its leveraged buyout of an aviation services company, which involved the successful negotiation of acquisition agreements, seller financing, and earn-out agreements, and coordination with the sponsor’s senior secured lender.

    Venture Capital and Equity Financings

    Brian also has extensive experience representing venture capital and other investment funds in connection with growth equity and convertible debt financings. He also counsels emerging, high-growth companies and entrepreneurs in capital raise transactions, and he leverages his experience in working with investors to provide pragmatic advice. Brian routinely advises clients in connection with investment purchase agreements, convertible notes, charter documents, stockholder agreements, and operating agreements. He represented EVOL Foods, a natural and organic food manufacturer, in multiple successful rounds of capital raising transactions and through its ultimate sale to a publicly traded company.

    General Corporate Matters

    Brian also represents clients on general corporate matters, and he has a particular focus on representing clients in the food and beverage, software, and manufacturing industries. He strives to have a thorough understanding of his clients’ businesses and industries in order to provide tailored and effective advice. He has significant experience representing clients in connection with employment agreements, equity incentive plans, joint ventures, and commercial agreements. 

  • Experience
    • Experience


        Mergers and Acquisitions

      • Served as legal adviser to Dublin-based Keywords Studios PLC, a technical and creative services provider to the global video games industry, in the purchase of U.S.-based full-service game development studio Forgotten Empires LLC. The acquisition furthers Keywords’ strategy to be positioned as the ‘go to’ technical and creative services platform for the global video games industry. 

      • Represented Alta Equity Partners in connection with various acquisitions and dispositions of portfolio companies, including its acquisition of Truist, Inc., a provider of an industry-leading corporate philanthropy platform, and the disposition of CombineNet, Inc. to Sciquest, Inc.

      • Representation of The Nielsen Company (U.S.) LLC - a global information and measurement company with leading market positions in marketing and consumer information, media measurement, online intelligence, mobile measurement and trade shows - in more than 10 investment, merger and acquisition, and tax restructuring matters.

      • Represented Tantor Media, Inc., a leading independent publisher of audiobooks, in connection with its acquisition by Recorded Books, Inc. This transaction was honored as “Deal of the Year: Media and Entertainment” by ACG New York and the M&A Advisor.

      • Represented FactSet Research Systems, Inc. (NYSE), in connection with its acquisition of Code Red, Inc., a provider of research management technologies to the investment communities. 

      • Represented a NYSE- and NASDAQ-listed company providing integrated financial information and analytical applications to the global investment community concerning its acquisition of a market research firm focused on advisor-sold investment and insurance products. Robinson & Cole advised the client on the tax risks and benefits of various transaction structures, designed and analyzed the tax and general corporate aspects of the pre-sale restructuring, and assisted in negotiating corresponding provisions in the purchase agreement relating to indemnities and purchase price adjustments. Robinson & Cole’s benefits group provided analysis on various 409A and 280G issues and developed various corrective actions, and advised on the design of the incentives and agreements for key employees.

      • Represented Corporate Translations, Inc., a leading life sciences translation and linguistic validation provider, in connection with its acquisition by RWS Group (LON).

      • Represented the stockholders of a closely-held manufacturer of linear motion control products in the sale of all outstanding common stock and warrants to the portfolio company of a private equity firm.

      • Venture Capital and Equity Financings

      • Representation of Boulder Food Group, LP, an investment fund focused on the food and beverage industry, in connection with various investments, including its equity investment in Chameleon Cold Brew, LLC, a leading cold brew organic coffee company.

      • Representation of Tudor Ventures II LP, a private equity and venture capital fund, in multiple transactions, including the sale of its portfolio company, Verrillon, a manufacturer of specialty optical fibers, and Tudor's Series C preferred stock investment in ArcSoft, Inc., a Silicon Valley-based software company. Negotiated all principal transaction documents and quarterbacked interaction with company counsel and Fortune 500 strategic co-investor. Structured transaction to account for client's numerous and significant foreign subsidiaries.

      • Representation of Balance Point Capital Partners, a private equity and debt fund, in connection with its equity investment in Compass Media Networks, LLC. 

      • Representation of Brookside Mezzanine Partners in connection with a subordinated loan facility to Northeast Battery & Alternator, LLC, together with an equity investment to a parent company.

      • Representation of First New England Capital, a private equity and debt fund, in multiple transactions, including the acquisition of a controlling interest in a Los Angeles, California-based Internet security company and a mezzanine debt financing transaction with a Connecticut-based energy reseller.

      • Representation of EVOL Foods, an organic and natural food manufacturer, in a variety of corporate matters and financing transactions, including a revolving line of credit for working capital purposes.

      • Represented Verivo Software, Inc., a provider of enterprise mobility platforms and solutions, and other technology companies in connection with numerous capital-raising transactions (equity and debt).

      • General Corporate

      • Represented senior executives in connection with negotiation of employment agreements and incentive compensation agreements.

      • Represented real estate investment fund in connection with the negotiation of a real estate joint venture for a high-rise office tower.

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    • Professional Associations

      Professional Associations

      American Bar Association

      Boston Bar Association
    • Honors + Awards

      Honors + Awards

      Selected as a Rising Star to the 2012 Massachusetts Super Lawyers list.

      Presented with the Food & Beverage Restructuring Deal of the Year honor as part of the Global M&A Network’s 14th Annual Turnaround Atlas Awards in recognition of serving as counsel to Tribe 9, LLC in the Carla’s Pasta, LLC Chapter 11 bankruptcy case.

    • Presentations


      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Michael J. Kearney Jr. and Jerome L. Garciano, the final From Soil to Solar:Land Law Development Forum. (11/14/2019)
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      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Michael J. Kearney Jr. and Jerome L. Garciano, as part of Robinson+Cole's From Soil to Solar: Land Law Development Forum series. (11/13-14/2019)
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      "Corporate Governance and Deal Terms for Founders & Start-up Teams," co-presented with Jacqueline Pennino Scheib, at a lunch and learn session for the Hartford InsurTech Hub (2/19/2018)

    • News

      R+C in the News

      • December 12, 2022

        R+C Plays Key Advisory Role in Keywords Studios’ Acquisition of Helpshift, Inc.

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      • July 25, 2022

        Robinson+Cole Lawyers Recognized During Global M&A Network's 2022 Turnaround Atlas Awards

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      • June 13, 2022

        Brian Flaherty Represents Keywords Studios PLC in its Purchase of Forgotten Empires LLC for $32.5 million

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      • March 1, 2018

        Brian Flaherty and Jackie Scheib Present During Hartford InsurTech Hub Lunch and Learn Session

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      • July 22, 2011

        Q2 Deal Report

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      R+C News Releases

      • November 18, 2016

        Robinson+Cole Elects New Partners

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      • December 4, 2014

        Robinson+Cole Elects New Partners and Counsel

      • October 22, 2012

        Super Lawyers® Names 49 Robinson & Cole Attorneys to 2012 List and Recognizes 26 as Rising Stars

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      • January 3, 2012

        Robinson & Cole Announces Mentor of the Year Award Recipients

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