Andrew T. Flowers

Andy's principal areas of practice are negotiated mergers & acquisitions involving middle-market and technology companies; risk capital investments such as private equity, mezzanine debt and venture/angel capital financings; and counseling technology start-up companies in a general counsel role.  Andy also has deep experience and skills in handling a wide variety of commercial business transactions for a range of clients, such as software and biotechnology licensing, strategic alliances and distribution arrangements.

Andy understands that clients want practical advice from someone who is focused on their ultimate business objectives, who is able to determine the right mix of time and resources needed to accomplish those objectives as efficiently and cost-effectively as possible, and who is able to clearly communicate ideas, strategies and solutions.  This business-centric focus became second nature to him after working closely with the founders of a financial services industry start-up to land $100-million in venture capital from Silicon Valley, design and implement a national acquisition process and build an online delivery platform.  He served as in-house counsel during much of that company's growth from three founders to nearly 500 employees in 14 offices in 18 months.

As a result of regularly representing companies, founders, investors, lenders, stockholders and management in a variety of sophisticated transactions, Andy has developed expertise in assembling and managing lean and efficient teams to successfully structure, negotiate, document and conclude many types of projects, such as the ones described below.

Furthermore, Andy and his teams are effective in working with opposing counsel from major international and national law firms, as well as from small and mid-sized firms.

Select Representative Matters

M&A

• Represented surviving company in public merger of equals in electronic and print media distribution industry
• Represented stockholders in sale of active carbon filtration company to Siemens Water Technologies Corp.
• Represented private equity sponsor in leveraged buyout of test and instrumentation equipment manufacturer
• Represented online newsfeed aggregator in sale of company to LinkedIn
• Represented private equity sponsor in leveraged buyout of dance apparel and accessories supplier 
• Represented stockholders in sale of night vision and tactical optics manufacturer to Flir Systems
• Represented stockholders in sale of xenotransplantation and cloning company to United Therapeutics
• Represented stockholders in sale of facial recognition company to Google

Financing

• Represented mezzanine lenders in subdebt and equity investments in sponsored and unsponsored platform acquisition, recapitalization and expansion capital transactions
• Represented online financial services company, retail information analytics company, surgical medical device company and automated pharmacy information system company in connection with sale of convertible debt, common stock and various series of preferred stock to strategic, angel and venture capital investors
• Represented strategic, angel and venture capital investors in connection with purchase of convertible debt and preferred stock securities in ALung, mSpoke, Automated Cell, Wavecam, ShowClix, Industry Weapon, Wright Therapy Products, Voci Technologies and AllFacilities Energy Group

Emerging Business and Technology Company Counseling

• Counseled and assisted founders throughout all stages of company life cycle – formation, development, commercialization, growth and exit –  including:
• entity selection, company formation, capital structure, founder equity purchase and vesting, and intellectual property transfer
• employee offer letters and employment agreements, equity incentive plans, third party technology development agreements, consulting arrangements, advisory boards, and seed        capital financings
• customer agreements, in-bound and out-bound  technology license agreements, strategic alliances, VAR and reseller agreements, expansion capital financings and investor relations
• Represented companies with seed investments and business accelerator programs sponsored by business development organizations such as Innovation Works, Idea Foundry, Pittsburgh Life Science Greenhouse and The Technology Collaborative
• Represented biotech companies with worldwide joint technology development and commercialization arrangements and licenses involving monoclonal and polyclonal antibodies, xenotransplantation and cloning technologies and natural killer cell lines
• Member of Cohen & Grigsby team participating in AlphaLaw program in conjunction with the AlphaLab start-up accelerator established by InnovationWorks

Additional Roles

• Vice President of Technology for Cohen & Grigsby

Andy's professional affiliations include the following:

• Revised Model Stock Purchase Agreement Task Force in the Business Law Section of the American Bar Association 
• Mergers & Acquisitions Committee, Business Law Section, American Bar Association 
• Venture Capital/Private Equity Committee, Business Law Section, American Bar Association 
• Cyberspace Law Committee, Business Law Section, American Bar Association Allegheny County Bar Association

His community involvement has included:

• Serving as a board member for the Sewickley Water Authority
• Serving as a councilman in the Sewickley Borough
• Volunteering for the ProArts Volunteer Lawyers for the Arts
• Coaching participants in the Pittsburgh Region Enterprise Business Plan Competition
• Coaching participants in the Colgate University Business Plan Competition

Honors and Achievements

• Executive Editor of the University of Pittsburgh Law Review for Volumes 53 and 54
• Member of the Pittsburgh chapter of the Order of the Coif
• Special Recognition for pro bono services from the Allegheny County Bar Association
• Andy has been a speaker and contributing author on topics related to mergers & acquisitions, mezzanine lending, venture capital financing and computer and Internet law for the Firm's internal C&G Academy, as well as the Pennsylvania Bar Institute, the National Bar Institute, Half-Moon Seminars and the Pittsburgh Paralegals Association