ABOUT BRIAN

  • Stanford Law School, J.D., 2003

  • Stanford University, M.A., 2003 

  • University of North Carolina, B.A., 1996 

  • Past experience at Skadden Arps (New York City), Kocian Solc Balastik (Prague)

  • Established Fonville Legal in 2018

    • premium-quality contract drafting, negotiation, and revision 

    • practical, efficient, and results-oriented approach

    • international legal services based in Prague — the resulting low overhead enables Brian to provide high-quality legal services for substantially less than the premium fees charged by many firms in the United States or in England

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Brian J. Fonville, Esq.
Owner

AFFILIATIONS:

PEYTON Legal – Of Counsel to full-service law firm in Prague

University of London – Professor (lektor) at AAU Law School in Prague, which offers a University of London LL.B.

The Vault – International consultant for startup incubator in Silicon Valley

CEELI Institute – Liaison between AAU and CEELI, a rule of law institute based in Prague; former research attorney

REPRESENTATIVE TRANSACTIONS

Energy

  • complex post-privatization restructuring of large Czech energy concern, involving extensive document drafting and revision

  • due diligence on a power plant and on a company producing an innovative energy-saving device

  • preparing a biomass plant feasibility study

  • preparing assignment agreements, revising indemnification section for engagement letter with major bank, drafting corporate resolutions, and negotiating and revising NDAs, for fund focusing primarily on investments in new energy sources

General Corporate

  • analyzing articles of association and bylaws to enable loan from parent company to subsidiary and drafting necessary corporate resolutions, analyzing articles of association and bylaws to enable replacement of director and drafting necessary corporate resolutions, revising aircraft leases, and drafting company privacy policy, for aviation finance group

  • analyzing and revising acquisition documentation, drafting employment offer letters, reviewing and revising engagement letters with a number of financial and other consulting firms, for investment group focusing on sustainable investments in Southeast Asia

Investment Funds

  • setting up, maintaining, restructuring, and acquiring private equity and hedge funds (for fund groups up to $1.4T in size)

  • providing legal assistance and coordination in multiple closings to raise hybrid private equity/hedge fund's committed capital from $3.75B to $8.45B

  • drafting documentation for investment vehicles and ownership vehicles (agreements of limited partnership, company formation documents, investor subscription booklets, legal opinions, assignment agreements), negotiating side letters, and reviewing subscription booklets, for private equity group managing $6B in capital commitments focusing on funds of funds and secondaries, majority-owned by major multinational bank

  • drafting agreements of limited partnership, offering memoranda, investor subscription booklets, and assignment agreements for real estate-focused private equity fund having $732MM in committed capital

  • reviewing and revising investment subscription booklets of major sovereign wealth fund managing over $200B

M&A (including Acquisition Finance)

  • drafting, revising, and negotiating multimillion-dollar acquisition documentation for deals in the energy, healthcare, and manufacturing sectors, frequently including earn-outs, options, and other financial incentives

  • preparing and revising credit facility agreements, many syndicated (for deals of up to $3.5B in size), e.g.:

    • for loan agreement in connection with $3.4B acquisition of a retail pharmacy chain, participated as part of two-member team under senior counsel on coordination of closing, including review and analysis of amendments and restatements of loan agreements, collation of comprehensive documentation to be listed in loan agreement schedules, discussions with general counsel of client, and negotiations with counsel for target on requirements of final loan agreement

  • coordinating in-house multiple acquisitions in the software industry, e.g.:

    • legal coordination of $63MM acquisition of best-of-breed computer performance tuning software company, including due diligence and drafting of share purchase agreement, asset purchase agreement, and ancillary documentation including complex option and share exchange mechanism

    • legal coordination of $11MM acquisition of best-of-breed provider of internet browser toolbar software, including due diligence and drafting of share purchase agreement and asset purchase agreement

Startups and Software

  • company formation, preparation of founders' agreements, by-laws, employment agreements, operating agreements, etc., e.g.:

    • preparing LLC operating agreement for start-up to sell boats online

    • setting up limited liability company to handle translation services

  • revising existing development and license agreement and asset purchase agreement for internet software product, to lock in new commercial terms, strengthen indemnification provisions, and clarify contractual language

  • in-house coordination of negotiation and drafting of $9.75MM equity investment with call option, plus partnership license and marketing agreement, with provider of internet speed diagnostics services

  • preparing $680,000 loan agreement under existing call option agreement to provider of a social networking aggregation product, preparing extension agreement to call option agreement

  • drafting partnership license agreement and exclusivity agreement with respect to toolbar optimization software provider

  • negotiating and revising service agreement and statement of work (SOW) for technical analysis of online backup provider