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Brian N. Wheaton represents public and private companies and investment banks in connection with a broad range of corporate and securities matters, including corporate finance transactions, mergers and acquisitions, business reorganizations and financial restructurings. Brian is experienced in initial public offerings, private offerings of debt and equity securities, stock and asset acquisitions and dispositions and bankruptcy and restructurings. He also advises companies on corporate governance and compliance issues.


  • Securities and capital markets
  • Mergers and acquisitions
  • Corporate governance
  • Securities Exchange Act reporting and compliance obligations
  • Bankruptcy and restructurings



  • Represented Pensare Acquisition Corp. in connection with its $270 million initial public offering.
  • Represented Raymond James and Jefferies as lead underwriters in connection with follow-on and ATM offerings by Jernigan Capital.
  • Represented Boulevard Acquisition Corp. II in connection with its $350 million initial public offering.
  • Represented Joseph Gunnar & Co., LLC as lead underwriter in initial public offerings and follow-on offerings and as lead placement agent in private placements and bridge financings.
  • Represented Aegis Capital Corp. as lead underwriter in follow-on offerings and lead placement agent in private placements and bridge financings.
  • Represented Stellar Biotechnologies, Inc. in its registered direct offering of equity securities.
  • Represented Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners and Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms and the second largest online travel agency in India.
  • Represented Danaher Corporation in its acquisition by tender offer of Sutron Corporation.
  • Represented AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business and division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
  • Special Forces Senior Weapons Sergeant, Rhode Island National Guard, 19th Special Forces Group (Airborne), 2010-2015
  • Special Forces Senior Weapons Sergeant, United States Army, 10th Special Forces Group (Airborne), 2007-2010
  • Legal Intern, King County District Attorney’s Office, Domestic Violence Bureau, Summer 2012

Recognition & Leadership

  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, "Rising Stars," 2017-2021


  • J.D., Fordham University School of Law
  • B.S., Troy University
  • New York