M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities

Ms. Brooks concentrates her practice in general business and commercial law. She counsels clients in mergers and acquisitions, purchases and sales of businesses, commercial finance, private offerings of debt and equity securities, and life science transactions, and shareholder derivative matters, including shareholder demand responses and special committee issues. Ms. Brooks has experience representing public companies, privately owned and managed companies, nonprofit organizations and start-up companies and provides general counsel to these organizations regarding corporate matters. Prior to joining Saul Ewing Arnstein & Lehr, she participated in Washington University School of Law's D.C. Clinic, through which she was an intern to the United States House Judiciary Committee. In this capacity, she drafted legal memoranda to assist Congressman John Conyers, Jr. and the Congressman's legislative assistants at Judiciary Committee hearings and briefings.

Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held companies--in mergers and acquisitions, securities offerings, venture capital financings, and the establishment of startup and emerging businesses. His clients invest in and operate enterprises spanning a range of industries, including technology, manufacturing, business services, consumer products, and health care. He also works with institutional investors in the purchase, sale, financing, and operation of their portfolio companies. As outside general counsel to private companies, Mr. Coogan advises on legal and business matters, such as regulatory matters, entity formation, corporate governance, capitalization, equity compensation, capital raising, and customer or vendor contracts.