Brendan McLaughlin
Counsel
Brendan McLaughlin is a US securities and investment funds lawyer with 20 years of experience spanning private practice and senior legal leadership roles at Merrill Lynch, Citigroup, and LPL Financial. His capital markets practice focuses on the US securities law aspects of cross-border transactions, including Rule 144A and Regulation S debt and equity offerings, entitlement offers, medium-term note programs, structured products, and SEC-registered offerings. Brendan began his career in Sidley Austin’s Capital Markets group in New York and Sydney, where he represented issuers, underwriters, and joint lead managers in US offerings and assisting global issuers access the US and global capital markets.
Brendan also brings distinctive experience in the distribution of private funds through global wealth management platforms. He guides asset managers through the structuring, due diligence, governance, and disclosure requirements of accessing US private wealth capital.
Selected Experience:
- Represented the distribution agents in a US$933.5 million secondary equity offering by NYMEX Holdings, Inc., drafting and negotiating the equity distribution agreement and ancillary documents and managing the closing.
- Advised the joint lead managers in an A$819 million institutional rights offering by Incitec Pivot Limited, and represented joint lead managers in debut Rule 144A and Regulation S offerings by Australian and New Zealand issuers.
- Managed semi-annual updates of Rule 144A medium-term note programs for Australian banking entities, including program updates to accommodate government-guaranteed debt issuance.
- Represented Lehman Brothers Holdings Inc. as issuer in numerous structured note issuances and Merrill Lynch, Pierce, Fenner & Smith Inc. in multiple debt shelf takedowns.
- Structured the legal and business framework for pre-IPO private securities offerings, including the restructuring of a retail offering of SpaceX securities into a Delaware series LLC during the SpaceX–xAI merger.
- Served as lead counsel for the global wealth distribution of private equity, real estate, hedge fund, and registered fund offerings through Citi Private Advisory.
- Acted as lead principal in the US$2 billion sale of an international fund business from Merrill Lynch Alternative Investments to Julius Baer, managing fund restructurings, limited partner communications, and transitional service agreements.