Mr. Gallagher is a member of Thorp Reed & Armstrong's General Corporate and Mergers and Acquisitions practice group, where he represents clients in a variety of corporate matters, including mergers and acquisitions, private equity and venture capital, securities, international business transactions, technology transactions and general corporate transactions.
Mr. Gallagher’s practice in the mergers and acquisitions arena involves representing buyers and sellers in a broad range of business sales and acquisition transactions, including mergers, stock purchases and sales, asset purchases and sales and joint ventures. In the area of private equity and venture capital, Mr. Gallagher's experience includes formation of funds, drafting of private placement memoranda and representation of such funds in their portfolio investments. Mr. Gallagher also counsels start-up and emerging growth companies on various matters, including raising capital through equity investments by angel investors and venture capital funds and through debt financings. In the area of securities law, Mr. Gallagher’s experience includes private placements and related federal and state securities law compliance matters.
Mr. Gallagher was selected for inclusion in Pennsylvania Super Lawyers – Rising Stars Edition, 2008.
Mergers and Acquisitions
Represented an insolvent hazardous waste logistics company in the sale of two divisions to the respective management teams for each division, along with the subsequent sale of the company's core business through an auction process. In addition to advising the company with respect to such divestitures, the representation included advising the company on issues with its creditors and corporate governance matters.
Represented a private equity firm in the acquisition of four portfolio companies, including two industrial construction companies, and two industrial and commercial racking companies.
Represented an oil and gas exploration company with respect to a significant investment in that company by a private equity firm.
Represented an international sporting goods manufacturer in a number of strategic transactions.
Represented a specialty steel company in the sale of a division and the purchase of another specialty steel business.
Represented a "Search Fund" in the acquisition of a recreational vehicle manufacturer.
Represented the seller of an automobile auction in the sale of stock to a strategic purchaser.
Represented a lumber distribution company in the purchase of a distribution center from a public company.
Private Equity and Venture Capital
Draft offering documents, shareholder agreements, investor rights agreements, operating agreements, partnership agreements, and similar materials in connection with raising equity for a number of private equity and venture capital funds, along with counseling with respect to federal and state securities compliance matters in connection with such offerings.
Representation of a venture capital fund in effecting minority positions in co-investments in numerous technology companies.
Representation of an Angel Investor Group in its pre-institutional, early-stage investments.
General Corporate
Representation of an international sporting goods company with respect to its worldwide license and distribution agreements, legal issues in connection with its entertainment division, corporate governance issues, and other commercial matters.
Representation of international glass company with respect to general corporate matters.
Regularly negotiate and draft contracts and transactional documents for corporate clients, including commercial purchase and sale agreements, service agreements, vendor agreements, employment related agreements, confidentiality agreements, settlement agreements and releases, and real property leases.
