Biography

With 25 years of experience, Todd serves as trusted counsel to public and private companies, family-owned businesses and individual entrepreneurs, with a focus on mergers and acquisitions, financings and other transactional activities. As such, Todd has acted as the principal outside attorney on scores of M&A and financing transactions, representing buyers and sellers as well as their investors, boards of directors, management teams and other constituents. Todd regularly acts in a general counsel capacity for his clients, advising on securities law and other regulatory and compliance matters, day-to-day commercial arrangements and disputes, and strategic growth, capital formation and other business initiatives. Todd’s experience spans a broad range of asset classes and industries, including infrastructure, logistics, business services, Great Lakes shipping, consumer products, energy and real estate, and includes cross-border transactions, contested transactions, activist outreach and defenses, joint-ventures, recapitalizations and reverse mergers.

Todd seeks to provide practical, business-oriented legal solutions that help his clients and their businesses grow and prosper at every stage of the business life cycle. Todd's clients appreciate his ability to understand their business needs and goals, to assess and address the legal risks of the particular business endeavor, and to clearly communicate value-added advice.

Todd has also developed significant experience with special purpose acquisition companies (SPACs). He has represented a number of SPACs in their initial business combination transactions and related financing activities, including the related SEC and shareholder approval process. Todd has also counseled hedge funds and others with respect to investing in SPACs, as well as private companies considering a sale of their business to, or combining with, a SPAC.

Representation

Some of Todd's notable engagements (including representations handled by Todd prior to joining Brown Rudnick) include:

Representation of public company in proposed co-investment in municipal waste water dewatering facility.

Representation of Rand Logistics, Inc. (Nasdaq: RLOG) in defense of activist proxy solicitation.

Representation of financial investor in MISO (Regional Transmission Organization) joint venture trading platform.

Representation of family-owned corporate travel management company in $30 million sale to strategic acquirer.

Representation of Rand Logistics, Inc. (Nasdaq: RLOG) in acquisition, conversion and financing of vessel.

Representation of Hyde Park Acquisition Corp. II, a special purpose acquisition company, in its $340 million proposed business combination with Santa Maria Energy, LLC, an independent energy exploration and development company.

Representation of public company in its proposed $400 million acquisition of a helicopter lease portfolio from an international financial conglomerate.

Representation of Essex Rental Corp. (Nasdaq: ESSX) in $92 million acquisition of Coast Crane Company, a regional crane rental company, in a Section 363 bankruptcy sale.

Representation of Hyde Park Acquisition Corp., a special purpose acquisition company, in its $210 million acquisition of Essex Crane Rental Corp., a mobile crane rental and distribution services company.

Representation of Rand Acquisition Corp., a special purpose acquisition company, in its $130 million acquisition of Lower Lakes Towing Ltd. and Grand River Navigation Company, Inc., a bulk freight shipping services company.

Representation of Regency Affiliates, Inc. (OTC: RAFI) in joint venture investment with DTE Energy, an affiliate of Detroit Edison, in co-generation energy facility in Mobile, AL.

Representation of sponsor group in acquisition of controlling interest in diversified public company; subsequent sale of non-core assets and balance sheet recapitalization; subsequent going-private transaction.

Education

Boston University School of Law – J.D., 1990
Boston University – B.S.B.A., with honors, 1987

Bar Admissions

New York