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  2. Donna L. Brooks

Donna L. Brooks

she/her/hers

Partner

Donna Brooks acts as a trusted advisor and outside general counsel to clients in diverse industries, including agri-business, education, manufacturing and services. Donna’s clients include cooperatives, colleges, universities and independent schools, and emerging-growth and middle market companies.

Donna assists her clients “in the business of doing business.” She provides advice with respect to business organization, business operations and contracting, entity governance, asset and endowment management, finance (including tax-exempt conduit public finance through the Connecticut Health and Educational Facilities Authority/CHEFA), bank borrowing, capital raising, securities offerings, securities law compliance, equity compensation, joint ventures, and mergers and acquisitions. Donna strives to learn about the business and industry of each of her clients so that she may provide practical and relevant advice. Her clients often call her so that she may be a sounding board to help them think through an issue and offer pragmatic approaches to address the matter at hand.

Throughout her career, Donna has also represented institutional investors, venture capital funds, mezzanine funds and other private investment funds, as well as governmental and quasi-governmental entities in their programmatic and financial assistance activities. Donna has advised private investment funds in making numerous portfolio investments in diverse industries, including retail and consumer goods, manufacturing and health services. Donna has also represented institutional investors in making alternative investments with varying investment objectives, which have included channel finance, credit default obligations, low-income housing and historic rehabilitation tax credits and real estate, both in the United States and internationally.

Throughout her career, Donna has also represented institutional investors, venture capital funds, mezzanine funds and other private investment funds, as well as governmental and quasi-governmental entities in their programmatic and financial assistance activities. Donna has advised private investment funds in making numerous portfolio investments in diverse industries, including retail and consumer goods, manufacturing and health services. Donna has also represented institutional investors in making alternative investments with varying investment objectives, which have included channel finance, credit default obligations, low-income housing and historic rehabilitation tax credits and real estate, both in the United States and internationally.

Credentials

Education

  • College of William and Mary, B.A., 1982, Phi Beta Kappa
  • University of Virginia School of Law, J.D., 1985

Bar Admissions

  • Connecticut, 1985

Distinctions

  • BV Peer Review Rated, Martindale-Hubbell
  • Listed as a Connecticut Super Lawyer®: Securities & Corporate Finance (2006, 2008-2010, 2012)
  • Listed in The Best Lawyers in America®: Corporate Law (2020-2025)
  • Chair of the Connecticut Department of Banking, Securities Advisory Council

Professional Affiliations

  • National Association of College and University Attorneys
  • American Bar Association
  • Connecticut Bar Association
  • Hartford County Bar Association

Experience

Business and corporate

Act as Outside General Counsel to Major Regional Dairy Cooperative

Represent premier regional dairy farmer cooperative which produces award winning cheeses and other products.  Representation includes contracting, finance, cooperative governance, mergers and acquisitions, real estate and litigation.

Counsel

General Counsel to Global Automotive Technology Leader

Assist global automotive technology leader in engine-based fuel and air management systems, specializing in gasoline and diesel fuel injection systems. Our representation involves licensing, supply chain contracts, product development, environmental matters, real estate, import/export compliance, and employment and employee benefit matters.

National Architectural Firm

Assist architecture firm that has integrated construction services, landscape architecture, structural engineering, and interior design.  Our representation involves governance, contracting, employment and employee benefit matters, finance, and mergers and acquisitions.

Provider of Smart Grid Communications Platform

Represent company that designs and manufactures an innovative platform that enables utilities to deploy and integrate multiple smart grid applications and technologies, in parallel on a single communications infrastructure, supporting smart metering, distribution automation, distribution management, demand response and distributed generation.  Representation includes contracting, finance, employment matters, equity compensation, corporate governance, stock exchange compliance and SEC reporting.

Environmental

Legal and Technical PFAS Risk Management Planning for a Multi-State Food and Beverage Company

We provide comprehensive assistance to a large, multi-state food and beverage client undertaking an extensive legal and technical PFAS risk management plan to address its potential operational risks, including up and down its supply chain. The project involves engaging and directing a national environmental consulting firm, coordinating technical and legal advice on the rapidly changing legal/regulatory federal and multi-state landscape, advising on technical, health and litigation developments and addressing all stages of the client’s operations from procurement, food production, transportation, packaging and distribution. Our ongoing support also includes advising on PFAS sampling strategies, supply chain contracts, insurance coverage (looking backward and forward) and stakeholder communications.

Ongoing Assistance to Food and Beverage Companies Regarding PFAS and Food Packaging Compliance

As state-level bans on intentionally added PFAS in food packaging continue to go into effect, we regularly assist food and beverage companies with multi-state and international footprints undertake highly nuanced legal and technical evaluations of PFAS risks associated with food packaging and compliance. This effort includes requesting certificates of compliance from upstream food packaging suppliers as well as evaluating and responding to similar demands from downstream distributors, wholesalers and retailers.

Financing

Secure CHEFA Financing to Support Campus Initiatives

Assist numerous independent schools and institutions of higher education in issuing tax-exempt and taxable bonds through the Connecticut Health and Educational Facilities Authority (CHEFA) to achieve money-saving refinancings of outstanding debt, and to support campus construction of state-of-the art new facilities, and money-saving renovations of existing facilities.

PPP/CARES Act Assistance

Assist independent schools and institutions of higher education and other businesses with SBA Paycheck Protection Program (PPP) loans under the CARES Act, including with respect to eligibility (including the necessity certification), documentation and forgiveness.

New Markets Tax Credit Financing for Federally Qualified Health Center

Represented Federally Qualified Health Center in the leasing and financing of real property in downtown Winsted, Connecticut, through a New Markets Tax Credit structure, providing necessary funds to construct a health center and related facilities through a phased-in up to 39% tax credit with respect to an equity investment made. This financing will enable the client to expand and meet the growing need of the medically-underserved living in the area so that they may have access to quality, affordable and comprehensive primary and preventive health services, through the opening of this new health center.

Food and beverage

Local, State, and Federal Agriculture and Food Manufacturing Licensing

We have assisted various clients, including farms, consumer packaged goods (CPG) companies, and “non-traditional” food clients (such as independent schools) evaluate and navigate a variety of permitting, licensing, and registration requirements before local departments of zoning and public health, the Connecticut Department of Agriculture, and Connecticut Department of Consumer Protection.  We have assisted clients apply for local food store/service licenses and state Food Manufacturing Establishment licenses (including for wholesale) as well as register with the state under the Produce Safety Rule. Recent examples include securing local and state approvals for a farm to install a shipping container converted into a hydroponic lettuce and herb garden.

Higher education

Assist Universities with Business Operations

Assist universities with respect to governance, tax matters relative to their 501(c)(3) tax-exempt status and unrelated business taxable income, endowment and charitable giving matters, accreditation, human resources, employment and employee benefits, faculty, staff and student matters, real estate, environmental matters, housing, joint ventures, collaborations, mergers and acquisitions, research activities and related export compliance, and data privacy.

Assisted University in Establishing First Responder Housing During COVID-19 Pandemic

Assisted a university in providing campus housing while students were off campus for first responders from surrounding municipalities during the COVID-19 pandemic to reduce risk of virus transmission to first responders’ families. Representation included drafting and negotiating facility use agreements, with attention to COVID-19 testing for first responders.

Represented University In Connection with the Acquisition of Another College

Represented a university in connection with the rare affiliation of two institutions of higher learning with a team of attorneys and paralegals to address the many legal issues presented - ownership, corporate governance, 501(c)(3) and other tax matters, endowment and charitable giving matters, accreditation and regulatory consents, human resources, employee benefits, faculty, staff and student matters, real estate, environmental matters, housing (including condominium issues), degree requirements, financial aid, accounting, and lender consents.

Investment management

Negotiate Investment Management Agreements for Endowments

Assist independent schools and institutions of higher education with the review and negotiation of investment management agreements for endowments, including with respect to Outsourced Chief Investment Offices (OCIO).  Advise schools with respect to master-feeder fund and fund-of-fund structures and investment documents for alternative investments in private investment funds, hedge funds and venture capital funds.

Mergers, acquisitions & joint ventures

Expanded National Footprint for Architectural Firm

Assisted architectural firm in expanding its national footprint through the acquisition of multiple offices across the U.S. from the world’s largest commercial real estate services and investment firm.

Quasi-public agencies

Formation of Spin Out for Connecticut Green Bank

Shipman & Goodwin represented the Connecticut Green Bank in the formation of a non-governmental entity called Inclusive Prosperity Capital (IPC). IPC will operate Connecticut Green Bank programs that finance solar panel arrays and other energy offerings for low and middle-income homeowners, multifamily properties, small businesses, schools and nonprofits. IPC’s goal is to preserve Connecticut’s efforts to increase private sector investments in solar and other forms of clean energy. Our attorneys handled the organizational documents and the application for 501(c)(3) qualification for IPC, as well as administrative support agreements and board governance and approval issues, including the statutory authority of a quasi-public agency to create a non-governmental organization to carry out its purposes.  The firm also obtained a favorable Advisory Opinion of the Citizen’s Ethics Advisory Board addressing “revolving door” questions arising as a result of the transition of certain Connecticut Green Bank employees to IPC.
Donna Brooks bio photo

Hartford

860.251.5917

dbrooks@goodwin.com

Areas of Focus

  • Business and Corporate
  • Mergers, Acquisitions and Joint Ventures
  • Securities
  • Outside General Counsel
  • Private Equity and Venture Capital
  • Finance
  • Mezzanine Finance
  • Public Finance
  • Higher Education
  • Independent Schools
  • Nonprofits and Exempt Organizations

Related Industries

  • Food and Beverage
  • Manufacturing
  • Life Sciences
  • Startups
  • Education
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