Andrew T. Flowers

Bar/Court Admissions
  • Pennsylvania
  • U.S. District Court for the Western District of Pennsylvania
  • Technology Commercialization Executive Course, Carnegie Mellon University’s Donald H. Jones Center for Entrepreneurship, 1999
  • J.D., magna cum laude, University of Pittsburgh School of Law, 1993
  • B.A., English and Mathematics, Colgate University, 1990

Andy is a Director in the Firm’s Corporate & Tax Group and has been a business lawyer for 25 years. He has extensive experience in representing private equity and strategic buyers and sellers in negotiated mergers & acquisitions and representing companies and investors in risk capital financings such as mezzanine debt, angel/venture capital, and minority position equity investments. In addition, Andy regularly counsels clients in connection with a wide variety of commercial business transactions and corporate governance matters, often serving as outside general counsel for a number of privately held companies engaged in technology, service, healthcare, manufacturing, and distribution sectors in various life cycle stages ranging from seed stage to fully mature.

Selected Representative Matters

M&A – Represented

  • Stockholders in sale of active carbon filtration company to Siemens Water Technologies Corp.
  • Private equity sponsor in leveraged buyout of test and instrumentation equipment manufacturer
  • Online newsfeed aggregator in sale of company to LinkedIn
  • Private equity sponsor in leveraged buyout of dance apparel and accessories supplier
  • Stockholders in sale of night vision and tactical optics manufacturer to Flir Systems
  • Stockholders in sale of xenotransplantation and cloning company to United Therapeutics
  • Stockholders in sale of facial recognition company to Google
  • Stockholders in sale of geologic engineering company to RAF Industries
  • Private equity sponsor in leveraged buyout of web conveyer process solutions company
  • Stockholders in sale of home healthcare and hospice company to The Washington Post
  • Private equity sponsor in leveraged buyout of unit handling conveyer systems company
  • Private equity sponsor in leveraged buyout of online immigration case management and I-9 compliance service company
  • Members in sale of healthcare IT consulting company to Chartis Group
  • Private equity sponsor in leveraged buyout of playground equipment manufacturer
  • Private equity sponsor in sale of medical lab supply distributor to Cole Palmer
  • Stockholders in sale of IT staffing company to Kellton Tech
  • Members in sale of freight transloading and storage services company to American Infrastructure MLP

Financing – Represented

  • Mezzanine lenders in numerous subdebt and equity investments in sponsored and unsponsored platform acquisition, recapitalization, and expansion capital transactions
  • Companies in various industries in connection with the sale of convertible debt, common stock, and various series of preferred stock to strategic, angel, and venture capital investors, as well as government sponsored business accelerator organizations, such as Innovation Works and Idea Foundry
  • Strategic, angel, and venture capital investors in connection with purchase of convertible debt and preferred stock securities in numerous companies in technology, service, manufacturing, and distribution sectors in various life cycle stages ranging from seed stage to mature

General Commercial and Corporate Governance 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 early-stage capital financings
    • Customer agreements, supplier agreements, strategic alliances and channel partner agreements, expansion capital financings, and investor relations
  • Served as outside general counsel to companies engaged in many varied sectors, such as laboratory information systems, online retirement plan design and administration, internet advertising, K-12 education software tools and management, predictive retail merchandise purchasing analytics, cellular service based unit tracking, paper deacidification and preservation, xenotransplantation and cloning, specialty steel manufacturing, specialty lubricant distribution, electrical supply distribution, and ambulance information systems, among others

Andy has been involved for many years in various professional and community groups and activities, such as:

  • Serving as Cohen & Grigsby’s Vice President of Technology
  • Participating as a speaker and contributing author on topics related to mergers & acquisitions, mezzanine lending, venture capital financing, and computer and Internet law for the C&G Academy, as well as the Pennsylvania Bar Institute, the National Bar Institute, Half-Moon Seminars and the Pittsburgh Paralegals Association
  • Member, Allegheny County Bar Association
  • Board Member, Sewickley Water Authority
  • Member of Council, Sewickley Borough
  • Volunteering for the ProArts Volunteer Lawyers for the Arts, and achieving special recognition for pro bono services from the Allegheny County Bar Association
  • Coaching participants in the Pittsburgh Region Enterprise Business Plan Competition
  • Coaching participants in the Colgate University Business Plan Competition
  • Technology Commercialization Executive Program, Carnegie Mellon University’s Donald H. Jones Center for Entrepreneurship, Winter 1999-2000
  • J.D., magna cum laude, University of Pittsburgh School of Law, 1993
    • Executive Editor and Staff Member for the University of Pittsburgh Law Review for Volumes 53 and 54
    • Member of the Pittsburgh chapter of the Order of the Coif
  • B.A., English and Mathematics (minor), Colgate University, 1990
    • Colgate Literary Society
    • Colgate Rugby Football Club