Stites & Harbison, PLLC

Brian A. Cromer

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Brian A. Cromer has over 20 years of experience providing pragmatic advice to clients in the corporate practice and business matters, and he loves the challenge and satisfaction that come from helping clients achieve their business objectives.  He has represented some of the largest companies in the U.S. and in the international arena in corporate transactions and legal disputes, including mergers and acquisitions, corporate finance transactions, venture capital and private equity investments and corporate governance matters.  Brian's broad range of experience includes providing and organizing a variety of legal services for companies at all stages, from large public companies to middle market businesses to new ventures.  He has represented clients in numerous business transactions where the individual deal value ranged from $25 million to $1 billion or more.

Representative Transactions

• M&A counsel to major insurance broker and financial services concern in numerous transactions throughout the United States, including combination transaction with private equity-backed partner
• Legal advisor in $10 billion combination transaction resulting in the formation of a new public company
• Counsel to private company in numerous acquisitions of long term care facilities
• Lead counsel to public company in the purchase of a major distribution business in Tokyo, Japan from multinational conglomerate
• Seller's counsel in sale of distillery and related assets to international purchaser
• National acquisition counsel to public company in numerous acquisitions of staffing companies throughout the United States
• Counsel to physician group  in sale of practice to hospital
• Counsel to technology company in sale of business to private equity-backed investment group
• Borrower's counsel to public health care company in $450 million syndicated credit facility
• U.S. counsel to public company affiliate in connection with £1.5 billion global revolving credit facility
• Counsel to commercial lenders and borrowers in numerous asset-based multi-million dollar loan and financing transactions in a variety of industries, including manufacturing, technology, health care, financial services, consumer goods and basic materials
• Counsel to buyer in financing and acquisition transactions involving ESOP-owned company and private equity partners
• Lead counsel to public company in the construction of a greenfield manufacturing facility in South Korea as part of a $1 billion investment
• Counsel to major investment adviser in disposition of large apartment communities
• Counsel to management group in the formation of a hedge fund and offering of limited partnership units
• Issuer's counsel for initial public offering and secondary offering in rent-to-own industry
• Counsel to Kentucky Cabinet for Economic Development in its efforts to secure a foreign automobile manufacturer in a $1 billion transaction

What Clients Say

". . . brings a great deal of knowledge and experience to his lending practice."
- ChambersUSA

". . . part of the next wave of great lawyers."
-ChambersUSA

"I have worked with Brian for several years on a wide variety of matter sand have had consistently great experiences.  In addition to being outstanding on general corporate matters and corporate transactions, Brian is an extremely versatile lawyers with a broad experience base.  He is a real professional and a pleasure to work with."
- Best Lawyers

"Brian has exhibited the qualities that I consider essential in my outside counsel.  He is highly responsive to my time requirements, creative in crafting solutions and willing to listen to his client.  He was always able to meet the time pressures of the transaction.  In several instances Brian came up with creative and effective solutions to deal issues that ultimately enable us to consummate the transactions."
- Best Lawyers

"Brian Cromer is an experienced and knowledgeable commercial transactions lawyer, who works effectively in direct contact with all levels of business management personnel.  He is committed to client interests, and exercises excellent judgment in identifying issues requiring higher-level client decision-making.  His integrity is without question."
-Best Lawyers

Recent Articles and Speaking Engagements

Brian has written and spoken on many corporate matters of interest to the legal and business communities, including:

• "Reduce risks and avoid surprises with preliminary agreements," Business First of Louisville, April 15, 2013
• Panel Moderator, "Legal Aspects of Social Media & The Cloud," Southern Law Network General Counsel Conference, October 2012
• "Proceed with caution: Delaware court ruling impacts confidentiality agreements and merger and acquisition negotiations," Medical News, October 2012
• "Are long-term care operators facing new IRS challenges?," Medical News, October 2010
• Presenter on International Business Transactions, CPA Firm Seminar, August 2010

Before Stites & Harbison

Before attending law school, Brian worked as a commercial banking officer for a major financial institution.

Within Stites & Harbison

Brian has held a number of leadership positions at the firm, including serving as a member of the firm's Management Committee and the Service Group Leader for the firm's Business & Corporate Services Group in Louisville. Brian serves as the firm's management representative to the Southern Law Network. 

More than Stites & Harbison

Brian is a member of the Board of Directors and the Legal Advisory Committee to Greater Louisville, Inc. Brian serves on the Board of Trustees of Kentucky Wesleyan College and is a member of the Steering Committee of 21st Century Parks, a non-profit organization that is acquiring, preserving and developing up to 4,000 acres of parkland in Metro Louisville. He is a former Chair and Vice Chair of the Business Law Section of the Louisville Bar Association, and a former board member of the Kentuckiana Minority Business Council and The Cabbage Patch. Brian is also a graduate of the 2006 class of Leadership Louisville.

Professional Accolades

• ChambersUSA, America's Leading Lawyers for Business
• Best Lawyers in America, Corporate Law and Mergers & Acquisitions (2006-13)
• Kentucky Super Lawyers (2007-12)
  • Top 50 Attorneys in the State (2010)
• Martindale-Hubbell, AV-Preeminent Rated
• Louisville Magazine's Top Lawyers in the categories of Business/Commercial Law, International Trade/Finance Law and Mergers & Acquisitions Law (2013)

Besides Stites & Harbison

Brian enjoys thoroughbred horse racing, golf and coaching youth sports.