Brendan N. O'Scannlain Experience Brendan O'Scannlain is a partner in the firm's Corporate group. He focuses his practice on advising institutional investors, financial institutions, investment advisers, investment funds (including mutual funds, private equity funds, real estate funds and venture capital funds), family offices, closely held businesses and start-up companies on general corporate and securities matters. Brendan has represented clients in the financial services, manufacturing, education, software and information technology, real estate, internet, health care, clean technology and renewable energy, agricultural, wine and food services industries. Brendan's work for investment management clients includes establishing hedge funds, private equity funds, funds-offunds, venture capital funds, real estate investment funds and mutual funds, and also advising investment advisers and investment funds (both private and registered) on Partner securities law, capital formation, acquisitions and dispositions of portfolio Portland, OR investments, SEC registration and compliance, negotiation of investor rights, (503) 294-9886 direct investment due diligence and analysis, and general business matters and financings. (503) 220-2480 fax His work for closely held business and operating company clients includes counseling on a wide range of business and legal matters, including capital formation, corporate organization and governance, corporate restructurings, securities law, compliance with SEC rules and regulations, succession planning, negotiating mergers and acquisitions and change of control transactions, advising on private placements of equity and debt securities, structuring and establishing limited liability companies and limited partnerships, and working with family offices on their governance, investment management and operations. brendan.oscannlain@stoel.com Education Georgetown University Law School, J.D., 1997, cum laude College of the Holy Cross, B.A., 1990 Admissions Prior to joining Stoel Rives, Brendan was a law clerk at Arnold & Porter Oregon in Washington, D.C. (1996-1997) and an editorial assistant for Policy Review magazine Washington at The Heritage Foundation in Washington, D.C. (1993-1996). Representative Work Represented VS Holdings Inc. (VelocityShares), a provider of institutionally focused exchange-traded products, in its sale to Janus Capital Group Inc. Represented venture capital fund focused on early stage investments in Pacific Northwest technology companies in its formation, capital structuring and offering of interests to investors. Represented USNR, Inc. on its acquisition of Coe Newnes/McGehee Inc. Represented Barclays Capital Energy, Inc. in the acquisition of substantially all of the assets of an international energy forecasting company. Brendan N. O'Scannlain Advise private investment companies, venture capital funds and mutual funds and their investment advisers on their ongoing acquisition, financing, regulatory, compliance, securities, employment and general business matters. Represented venture capital funds, real estate investment funds, private equity funds-of-funds, and other pooled investment funds on their initial formation, capital structure and offering of limited partnership interests. Represented Wellpartner, Inc. in its Series E preferred stock financing. Represented internet-based education company in its self-tender offer and subsequent Series D preferred stock financing. Represent registered open-end investment management company with $4 billion of assets under management. Served as issuer's counsel in Synetics Solutions, Inc.'s initial public offering. Advised private equity fund in $30 million management buyout of company. Advised $1 billion mutual fund on its restructuring to provide for the issuance of multiple classes of shares. Advised mutual fund family with $8 billion in assets under management on the restructuring of its funds to allow for the issuance of multiple classes of shares and modernization of each fund's investment restrictions. Professional Honors and Activities Listed in Best Lawyers in America© (currently: Corporate Law, Leveraged Buyouts and Private Equity Law), 2013-2016 Selected as one of "America's Leading Lawyers for Business" (Oregon) by Chambers USA (currently: Corporate/Mergers & Acquisitions), 2014-2016 Publications "Courts at Odds Over Deductibility of Redemption Financing Costs: Fort Howard Corp. v. Commissioner and In re Kroy (Europe) Ltd.," Tax Lawyer , Winter 1995 Civic Activities Board of Directors, Portland Children's Museum, 2005-2013 (President in 2009) Oregon State Counsel, Romney for President, Inc., 2007-2008 and 2011-2012 Oregon State Co-Counsel, McCain for President, Inc., 2008 Honorary Alumni Club, St. Andrew Nativity School, 2004-2009 Co-Chairman, Oregon Lawyers for Bush-Cheney, 2004 Member, Board of Directors, Taxpayers Association of Oregon, 2002-present