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Douglas J. Leary

Partner

Doug is a corporate transactional lawyer who focuses on solving complex problems through the implementation of creative solutions in the structuring and negotiation of mergers, acquisitions and other significant corporate transactions.

Doug has more than 30 years of experience counseling clients through all stages of an organization's life cycle, from formation to dissolution to everything in between, with a primary focus on complex, high stakes strategic corporate transactions, including:

  • stock and asset acquisitions
  • mergers
  • joint ventures
  • tender offers
  • reorganizations
  • private equity and venture capital transactions
  • cross-border transactions
  • debt and equity financings

As lead counsel on such transactions, he regularly guides clients through all phases of the strategic planning process with respect to auctions, limited auctions, one-on-one and multiparty negotiations, transaction structuring, board-level fiduciary duties and committee formation, the retention of financial advisors, the due diligence process, governmental and other third-party filings, consents and approvals, financing and other pre-closing and closing matters, as well as post-closing integration, purchase price adjustments and indemnification claims.

Much of his practice involves representing publicly traded companies, boards of directors and special committees in connection with public company mergers, and he is well-versed in the myriad corporate, regulatory, disclosure and fiduciary duty matters (including so-called “Revlon duties” and related “no-shop,” “fiduciary out,” and termination and reverse termination fee issues) that often arise in connection with such transactions.

Doug’s experience encompasses a variety of industries, including insurance, investment advisory, broker-dealer, mutual fund and other financial services, business development company (BDC), special purpose acquisition companies (SPACs), energy, consumer products, banking, equipment lease financing, manufacturing, television, radio, newspaper and publishing, among others.

In the insurance and financial services space, Doug has represented stock and mutual insurance companies in various types of merger and acquisition (M&A) transactions, including acquisitions of stock insurers, reinsurance, sponsored demutualizatons and mutual-to-mutual mergers. In addition, Doug has guided clients in a significant number of M&A transactions involving investment advisers to public mutual funds, BDCs, and retail and institutional clients, as well as alternative asset managers (including CDO and CLO collateral managers), wholesale and retail broker-dealers, and distributors of insurance products.

In the BDC and investment fund space, Doug has been lead transactional counsel in many of the largest strategic transactions in the BDC industry. In addition, Doug works closely with members of the Eversheds Sutherland capital markets group in connection with fund formation matters, non-traded BDCs, mutual fund mergers, pre-IPO acquisitions of loan portfolios, subordinated debt financing and portfolio company purchases and sales.

In the energy industry, Doug has represented numerous clients in M&A transactions involving nuclear energy providers, electric power plants, solar energy farms, retail electric providers, energy marketing and trading firms, and companies involved in nuclear decommissioning and decontamination.

In addition to his general M&A practice, during the United States banking crisis, Doug represented a U.S. government agency in the bail-out of one of the world’s largest banks, which was successfully accomplished through an innovative, multi-party loss-sharing arrangement on a $306 billion pool of troubled assets. Along the same lines, Doug helped develop a government agency-sponsored joint venture/loss-sharing transaction structure designed to assist banks in removing troubled assets from their balance sheets.

Regardless of the industry or size of the transaction, common themes throughout Doug’s practice include close coordination with his clients through every step of the process, creative problem-solving and the development of innovative transaction structures and solutions to achieve his clients’ objectives.

Doug has been an adjunct professor at George Washington University Law School, where he taught an upper-level course on Takeovers and Tender Offers, and has published various articles, been quoted in the financial press, has appeared on webcasts and podcasts, and has participated on various industry panels regarding merger and acquisition-related topics, including BDC mergers, SPACs, distressed company M&A, due diligence and trends in M&A activity.

In his spare time, Doug is an avid endurance runner, mountain biker, hiker and artist.

  • Represented Mutual of America Life Insurance Company, a New York domestic mutual life and annuity insurer, on its acquisition of 100% of the stock of Grandmark Funds, Inc. and its wholly owned subsidiary, Landmark Life Insurance Company.
  • Represented Empower in its acquisition of MassMutual’s retirement services business for a total transaction value of $3.35 billion.
  • Represented Munich Re Digital Partners US Holding Corporation, a member of the Munich Re Group, on its acquisition of American Digital Title Insurance Company, a Colorado-domiciled title insurance company operating in approximately 33 states.
  • Represented Advisor Group in its acquisition of Ladenburg Thalmann Financial Services Inc., a transaction with a total enterprise value of approximately $1.3 billion.
  • Represented Cetera Advisor Networks in its acquisitions of Walnut Street Securities and Tower Square Securities from MetLife.
  • Represented BlackRock Kelso Capital Advisors in the sale of its investment advisory business to BlackRock Financial.
  • Represented Wilton Reassurance Company in various transactions.
  • Represented Nationwide Mutual Insurance Company on its acquisition of Jefferson National Financial Corporation and its subsidiaries
  • BDC Strategic Transactions, September 2021, Eversheds Sutherland 2021 BDC Roundtable
  • Selling to a SPAC: Key Legal Considerations for Target Companies, May 2021, Association of Corporate Counsel Chicago
  • BDC Strategic Transactions, September 2018, Eversheds Sutherland
  • Sutherland Tax Series: Mergers and Acquisitions, November 30, 2011, Eversheds Sutherland
  • BDC Portfolio Structuring Activities, September 2010, Eversheds Sutherland
  • "Nuts and Bolts of Selling a Division," Corporate Counsel Webinar, September 2009

In the News

  • Getting a Grip on Intangibles, October 2010, Treasury & Risk Magazine
  • Six Avoidable M&A Mistakes, September 2010, Chief Executive Magazine

Articles

  • M&A Landscape in 2013: Whither the Bottom? (2013), Mergers and Acquisitions Law 2013, 2013
  • The M&A Landscape in 2012: The Perfect Storm? (2012), Mergers and Acquisitions Law 2012, Aspatore 2012
  • Due Diligence: The Seller’s Perspective, (Winter 2011), Partnering Perspectives
  • M&A Strategies in the Recovering Economy, Advising Clients in Mergers and Acquisitions, 2011
  • The Changing Face of the Due Diligence Process, 2011, Business Due Diligence Strategies
  • Recognized by The Legal 500 United States in the area of mergers and acquisitions: middle-market
  • Member, American Bar Association
  • Member, Business Law Section, American Bar Association
  • Member, Mergers & Acquisitions Committee, American Bar Association
  • Member, Corporation, Finance and Securities Law Section, The Bar Association of the District of Columbia
  • Adjunct Professor of Law, The George Washington University Law School (2007-2010)
  • District of Columbia
  • New York
  • J.D., cum laude, Boston University School of Law,

    Editor, Boston University Law Review, G. Joseph Tauro Scholar, Paul Liacos Scholar, Edward F. Hennessey Scholar

  • B.A., Colgate University
  • M.Sc., Johns Hopkins University
Douglas Leary

Partner

Douglas Leary

Partner

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