Joshua M. O'Bryan

Louisville
T 502.568.0218
F 502.581.1087
400 West Market Street
Suite 3200
Louisville, Kentucky 40202-3363

Josh focuses his legal practice in the corporate arena. As a member in the firm's business department, Josh advises clients on a broad range of transactional issues, including business combinations, securities compliance and corporate governance matters.

Before entering business school and law school, Josh had a successful career in sales and operations management with a national construction industry wholesaler.

Experience

Josh regularly advises public company clients in various corporate matters, including:

  • Transactional and financing matters, including registered and unregistered offerings of equity and debt and credit agreements
  • Mergers, acquisitions and divestitures
  • SEC registration, listing, compliance and reporting
  • Annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and other information statements and SEC comment letters
  • Corporate governance practices and fiduciary duties, including board committees, charters and codes of conduct and ethics, executive compensation, and director and officer indemnification and advancement rights
  • Investor relations and institutional governance, including shareholder meetings, communications, nominees and proxy proposals and proxy access  
  • Regulation FD, Section 16, Rule 144, and insider trading compliance and reporting
  • Commercial contracts
  • Josh regularly advises investment adviser clients with state and SEC registration and with SEC and FINRA compliance and reporting; Josh also advises hedge fund and private investment fund sponsors in organizational and ongoing governance matters

Josh also assists entrepreneurs, start-ups and larger, closely-held companies with general business and corporate matters, including: 

  • Entity selection, formation and organizational matters, including operating agreements, shareholder agreements, and buy-sell agreements
  • Employment and independent contractor agreements
  • Private placements, offering memorandums and subscription documents
  • Acquisitions, dispositions and joint-ventures
  • Contracts, letters of intent, term sheets, and confidentiality, noncompete and nondisclosure agreements

Josh also advises investment adviser clients with state and SEC registration and with SEC and FINRA compliance and reporting

Specific Experience

Advised health care industry service provider in multi-stage asset liquidation

Advised telecommunications firm in reverse merger transaction with a public shell company

Advised former public home health care provider in two-step tender offer by private equity firm

Advised home health care provider in registration of $200 million debt offering and subsequent SEC debt registration and exchange

Advises multiple, publicly traded, former shell companies with ongoing SEC compliance

Advised clients in the combination of two SEC registered Investment Advisers

Advised underwriter in the registration and sale of $30 million in securities by a local financial institution

Advises registered Investment Advisers with SEC compliance matters

PRO BONO - Advise non-profit clients in obtaining 501(c)(3) status

Highlights & Recognitions

  • Kentucky Rising Stars® 2013-2016
  • Phi Kappa Phi Honor Society
  • Brandeis Honor Society (U of L)
  • Stites and Harbison Leadership Award Recipient
  • Marlin Volz Scholarship Recipient

Memberships & Affiliations

  • American Bar Association
  • Kentucky Bar Association
  • Louisville Bar Association

Civic & Charitable Organizations

  • Personal Counseling Service, Inc., Board Member & President
  • Focus Forward, Founding Member
  • Legal Aid, Volunteer Lawyer Program, volunteer
  • Junior Achievement, "Real Jobs Real World’ program, volunteer
  • Jefferson County Public Schools, "Every 1 Reads" program, volunteer
  • Leadership Louisville Center, Member April 2009 Focus Louisville Class
  • President, Moot Court & Professional Skills Board at the University of Louisville (2007-08)

Non-FBT Publications and Events

National Business Institute, "Helping Your Client Buy or Sell a Small-to-Medium Sized Business," 2011, presenter

National Business Institute, "Limited Liability Companies," 2011, presenter

Louisville Bar Association, "Limited Liability Companies," 2010, presenter

UK/CLE Kentucky Corporation Law Handbook, 2d Ed., October 2010

"Stock Redemptions: Non-Tax and Tax Issues," co-author

"Restrictions on the Transfer of Stock and Stock Redemption Agreements," co-author

Other Contact Info

Mobile

502.767.7483

Assistant

Susie Parker
Email
T 502.779.8560
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