Brandon helps clients create and audit economic models that aid in the closings of corporate transactions. He has experience in the construction of payout deliverables for mergers and in building pro forma capitalization tables for venture financings. He also audits corporate records to ensure compliance with various mathematical tests implemented by the Securities and Exchange Commission and IRS.
Brandon also works with lawyers to ensure client compliance with a variety of quantitative tests used in corporate law. In particular, he runs:
280G analyses to quantify parachute payments of executives in mergers.
Rule 701 calculations to confirm that a company is not issuing too many stock options to its employees.
Pay-versus-performance disclosure calculations pursuant to Item 402(v) of Regulation S-K.
$100,000 incentive stock option (ISO) limit tests to ensure employees don’t vest more than $100,000 in a single year.
Payout spreadsheets to evaluate the cash/stock mix in mergers to guarantee the transaction can be tax-free.
Cooley advised AIRO Group Holdings, a company specializing in advanced aerospace and defense technologies, on its $69 million initial public offering (IPO).
Cooley advised Medically Home, a provider of a hospital-at-home technology enablement model for health systems and physician groups to safely deliver emergency and hospital-level care at home, on its merger with DispatchHealth, a provider of high-acuity, in-home medical care for people experiencing serious health concerns.
Cooley Advises io Products on $6.5 Billion Acquisition by OpenAI
May 29, 2025
Cooley advised io Products, an engineering and product manufacturing company co-founded by Jony Ive to develop, engineer and manufacture a new family of products for the artificial general intelligence era, on its approximately $6.5 billion acquisition by OpenAI. As part of the deal, Ive and his creative collective, LoveFrom, will assume deep design and creative responsibilities across OpenAI.
Cooley advised Tenable, an exposure management company, on its definitive agreement to acquire Apex Security, an innovator in securing the rapidly expanding artificial intelligence attack surface.
Cooley advised Red Canary, a top managed detection and response platform that investigate threats while streamlining workflows through automated remediation, on its acquisition by Zscaler (Nasdaq: ZS).
