Brandon helps clients create and audit economic models that aid in the closings of corporate transactions. He has experience in the construction of payout deliverables for mergers and in building pro forma capitalization tables for venture financings. He also audits corporate records to ensure compliance with various mathematical tests implemented by the Securities and Exchange Commission and IRS.
Brandon also works with lawyers to ensure client compliance with a variety of quantitative tests used in corporate law. In particular, he runs:
280G analyses to quantify parachute payments of executives in mergers.
Rule 701 calculations to confirm that a company is not issuing too many stock options to its employees.
Pay-versus-performance disclosure calculations pursuant to Item 402(v) of Regulation S-K.
$100,000 incentive stock option (ISO) limit tests to ensure employees don’t vest more than $100,000 in a single year.
Payout spreadsheets to evaluate the cash/stock mix in mergers to guarantee the transaction can be tax-free.
Cooley Advises io Products on $6.5 Billion Acquisition by OpenAI
May 29, 2025
Cooley advised io Products, an engineering and product manufacturing company co-founded by Jony Ive to develop, engineer and manufacture a new family of products for the artificial general intelligence era, on its approximately $6.5 billion acquisition by OpenAI. As part of the deal, Ive and his creative collective, LoveFrom, will assume deep design and creative responsibilities across OpenAI.
Cooley advised Red Canary, a top managed detection and response platform that investigate threats while streamlining workflows through automated remediation, on its acquisition by Zscaler (Nasdaq: ZS).
Cooley advised Touchland, the fastest-growing brand in the hand sanitizer category in the US, on its acquisition by Church & Dwight (NYSE: CHD) for up to $880 million, including $700 million in cash and Church & Dwight restricted stock at closing, plus a payment of up to $180 million contingent on Touchland’s 2025 net sales.
Cooley advised Gimmal, a developer of information management and enterprise content management software and a portfolio company of Rubicon Technology Partners, on its acquisition by Morae Global, a provider of legal and compliance consulting services
Atsena Therapeutics Announces Oversubscribed $150 Million Series C
April 2, 2025
Cooley advised Atsena Therapeutics, a clinical-stage gene therapy company developing best-in-class treatments for the reversal or prevention of blindness from inherited retinal diseases, on the close of its oversubscribed $150 million Series C financing.
