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 advises publicly held and private companies and private equity and other investment firms in mergers and acquisitions and securities offerings. He also advises boards of directors and board committees in M&As and other corporate governance matters. Mr. Coogan’s clients invest in and operate companies across a wide variety of industries, including technology, healthcare, business services, energy and consumer products. His experience includes helping private equity firms build out their portfolios with acquisitions, grow their portfolio companies, and successfully execute exits; representing venture capital firms, as well as startups and emerging businesses seeking growth and funding; advising investment banks and issuers in securities offerings; serving as outside general counsel to a variety of enterprises, advising boards, management and controlling stockholders on matters including litigation management, compliance investigations, IP management, human resources issues and strategic planning; helping long-established family businesses and their controlling families through transition and sale situations; and supporting family offices and closely-held investment companies in capital raising and restructuring matters.