Kevin R. Learned | Attorney

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About Kevin

Mr. Learned chairs the firm's Corporate Practice Group.  Mr. Learned's practice focuses on advising clients on general corporate and securities matters, including mergers and acquisitions, offerings of debt and equity securities, including angel, venture capital and private equity transactions, company formation and governance, commercial contracts, employment and consulting agreements, deferred compensation plans, joint ventures, and managing other complex corporate transactions.

Prior to joining General Counsel, P.C., Mr. Learned was with Pillsbury Winthrop Shaw Pittman LLP (previously Shaw Pittman LLP) for nine years, where he was a member of that firm's Corporate & Securities Technology practice group.  He began his practice in the Washington, DC office of Debevoise & Plimpton LLP as a member of that firm's investment management group.

Mr. Learned serves on the Advisory Council of INC.spire, the incubator program for the Greater Reston Chamber of Commerce.  Mr. Learned has served as a company coach for the Mid-Atlantic Venture Association Capital Connection and as an interviewer for the Washington Area Ernst & Young Entrepreneur of the Year Awards.

Representative Transactions

Mergers and Acquisitions

  • Acquisition and sale of numerous IT services companies.
  • Sale via merger of a protocol analyzer company.
  • Sale of an airport management company.
  • Sale of an environmental consulting company.
  • Sale via merger of multiple health services companies.
  • Sale of several management consulting companies.
  • Sale of outsourcing consulting company to management.
  • Sale of commercial drywall company to management.
  • Acquisition and sale of several radio stations.

    Venture Capital / Private Equity

  • Private placements by several emerging growth companies.
  • Multiple rounds of preferred stock and convertible debt investments in an intelligent video company.
  • Private equity investment in an IT services company. 
  • Early-stage investments by a biomedical focused early stage investment company.
  • Venture capital investment in a website publishing company.
  • Venture capital investment in an IT services company.
  • Strategic venture capital investment in an intelligence company.
  • Business unit spin-off and simultaneous venture capital investment in a health services company.

    Other Financing

  • Multiple rounds of shareholder debt financing for an IT services company.
  • Private placement of convertible preferred stock and warrants marketed to institutional investors.

    Joint Ventures

  • Joint venture to provide range services on a U.S. military installation on behalf of a large government contractor.
  • Negotiated international sales and marketing joint ventures.

    General Corporate Matters

  • Served as general outside counsel for emerging growth companies, including managing stock option/UAR issuances, exercises and terminations, documenting board and stockholder actions, answering inquiries from stockholders, drafting and negotiating contracts and other agreements, and providing general corporate legal advice.
  • Restructuring several privately-held companies, including repurchasing interests of principals.

  • Admission

    Verified New York

    1999

    Verified Virginia

    Education

    University of Chicago Law School

    McMahon Welch and Learned PLLC Highlights

    Employment, Business, Government

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