JB Koenings

JB leads O’Neil Cannon’s Business Law Practice Group and is a United States Air Force Veteran. He works with and advises clients on a wide range of business law matters, including form of entity selection and initial capitalization, raising funds through private equity offerings, securities compliance and broker/dealer matters, mergers and acquisitions, contract preparation and negotiation, and software, technology, and IP matters.

JB Assists Clients With

• Mergers, acquisitions, and recapitalizations of businesses
• Private equity and venture capital financing
• Private offerings of debt and equity securities
• Employee equity compensation plans
• Securities laws issues
• Complex contractual matters and disputes
• Software, technology, and data privacy/security matters
• Intellectual property, proprietary rights, and confidentiality agreements
• Shareholder, partner, and member agreements and disputes
• Corporate governance matters
• General business matters

  Experience/Representative Client Work

  JB’s start up clients have raised over $30,000,000 through private offerings.

• Represents companies and founders raising debt and equity capital through private offerings and advises on Regulation D and other private securities offering exemptions at the state and federal levels
• Regularly assists clients with choosing the right form of entity for their new venture
• Advises clients on 1202 and qualified new business venture stock requirements and planning
• Tailors his client’s governing documents to their equity and capitalization plan
• Advises clients on equity and synthetic equity incentive compensation plans and the various tax and securities rules and regulations surrounding such plans
• Represents investors evaluating an investment in a private company or fund offering

  JB represents Buyers and Sellers in Mergers and Acquisitions across the country.

• Represents clients buying and selling businesses in all market sectors from software and technology to manufacturing and retail
• Experienced in M&A deals of all sizes, ranging from small sole proprietorships to complex multi-national transactions involving both private and publicly held companies
• Represents both minority and majority owners in sale proceedings and exits, including partial sales
• Experienced in complex multi-state mergers and tax-based reorganizations in addition to equity and asset deals

  JB regularly advises clients on complex contracts including software, technology, and custom manufacturing agreements.

• Represents software and technology clients with all forms of license agreements, development agreements, master services agreements, work-for hire agreements, and intellectual property protection agreements
• Negotiates and advises on complex custom manufacturing agreements with large public and private companies
• Experienced with joint ventures both as contractual arrangements and as new business formations

  JB offers advice on a multitude of general business matters.

• Assists clients with entity formation and ongoing corporate governance matters
• Experienced with creating multiple classes of equity in both corporations and LLCs
• Drafts and negotiates buy-sell, voting, and other equity holder agreements such as shareholder agreements, partnership agreements, and operating agreements
• Assists clients with resolving shareholder, partner, and member disputes

  Representative Client Work

  • Assists clients with entity formation and ongoing corporate governance matters
  • Represented local and regional founders, startups, emerging growth companies, and established businesses in raising funds through private offerings and in recapitalization projects ranging from under $1,000,000 to over $150,000,000.
  • Represented numerous local, regional, and national based businesses in acquisition and sale transactions ranging from under $1,000,000 to over $300,000,000.
  • Represented a regional Dental practice in an acquisition of its 7th practice location.
  • Represented a Family Office in a capital raise to purchase the business assets of a national online retailer of fitness equipment.
  • Represented two Wisconsin manufacturing companies in combined sale of the business assets of both entities to a private equity company.
  • Represented a local Dentist Practice in the sale of its business to a national Dental Services Organization.
  • Represented a local entrepreneur in acquiring several bars and restaurants via equity and asset transactions.
  • Represented a large privately held company in an acquisition of an industrial painting and supply company.
  • Represented a large regional dental service provider in its sale to a national dental service organization.
  • Represented a local plumbing company in an equity sale of the business to a key employee.
  • Represented a Wisconsin Community Bank in the sale of its wealth management division.
  • Represented an Insurance Technology Services Company in its sale to a national insurance broker.
  • Represented a Wisconsin marine supply company in an outside equity and recapitalization transaction.
  • Represented a Wisconsin dental practice in its sale to a national dental service organization.
  • Represented a holding company in the complex redemption of multiple shareholders.
  • Represented a Wisconsin CPA group in their formation and capitalization of a new business venture.
  • Represented a newly formed entity in its acquisition of a local metal fabrication and welding business.
  • Represented a key employee in their full acquisition, in an equity sale, of a regional commercial painting and flooring company.
  • Represented a national bovine genetics company in its Acquisition of a bovine genetics distributor.
  • Represented a group of founders in a startup recapitalization with a national private equity firm.
  • Represented a regional property management company in its acquisition of a local property management company.
  • Represented a website referral business in its sale to a national company.
  • Represented a regional endodontist practice in its sale to a national dental services organization.
  • Represented a refrigeration system design and consulting company in its sale to a regional corporation.
  • Represented an employee benefits company in the sale of its business via an equity sale to a national benefits firm.
  • Represented a regional controls and automation company in the acquisition of a Wisconsin controls and automation installation company.
  • Represented a Wisconsin engineering firm in its sale of business via an asset purchase transaction.
  • Represented a group of investors, buying a controlling interest in a regional controls and automation entity.

    Awards/Distinctions

    • Editor-in-Chief, Marquette Law Review
    • Selected for inclusion in The Best Lawyers in America® –Corporate Law, 2021–present
    • Selected for inclusion in 2020–2023 Wisconsin Super Lawyers Rising Stars, Law & Politics and Milwaukee Magazine

      Professional Associations & Affiliations

    • American Bar Association
    • State Bar of Wisconsin
    • Milwaukee Bar Association
    • Member, Association for Corporate Growth (AACG)
    • Meritas Lawyer Representative
    • United States District Court for the Eastern District of Wisconsin
    • United States District Court for the Western District of Wisconsin

      Community Involvement

    • Chairman, Ducks Unlimited Milwaukee Chapter
    • First Congregational Church of Wauwatosa

      Education

    • Marquette University Law School (J.D., magna cum laude)
    • United States Air Force Academy (B.S.)

      Military Service

    • Senior Intelligence Duty Officer, Air Force Southern Command, Combined Air Operations Center, June 2007-May 2008
    • Deployed Tactical Operations Center Chief, 64th Expeditionary Rescue Squadron, USAF, September 2006-January 2007
    • Chief of Intelligence, 55th Rescue Squadron, USAF, November 2005-June 2007
    • Deployed J2 Director of Intelligence, 716th Special Operations Group, USAF, June 2005-September 2005
    • Deployed Chief of Intelligence, 64th Expeditionary Rescue Squadron, USAF, October 2004-February 2005
    • Chief of Operations Intelligence, 563rd Operations Support Squadron, USAF, May 2004-October 2005