Core Values in Action

“Brian is solution-oriented – always trying to find a way to obtain his client’s desired goals….He works with the client to find the right balance of risk and reward.”  - Sara Lee Keller, Executive Vice President and General Counsel of Clear Channel Outdoor, Inc.

Brian Smith is a member of the Firm's Executive Committee and a Co-Leader of the Corporate Practice Group, where he helps companies anticipate, negotiate and implement strategies involved in all types of capital events. His clients regard him as being a skilled "translator," with a unique ability to craft easy to digest business decisions from complex sets of legal, tax, and commercial facts and variables.

Privately held companies of every size turn to Brian for his creative thought leadership in structuring joint ventures, investment funds, mergers, acquisitions and divestitures, among other transactional matters. He advises clients on navigating the waters surrounding the structuring of joint ventures, the formation of investment funds, reorganizations, the acquisition and selling of businesses and transactions involving private equity groups. Additionally, emerging companies frequently turn to Brian to help them devise structures and platforms that foster future growth, attract additional investment and realize valuable exit strategies. 

A technical tax background propelled Brian’s focus on the structuring of companies and their “life events.” He began his career as a CPA for Arthur Andersen and later worked for the Chief Counsel of the Internal Revenue Service, where he represented the interests of the government before the United States Tax Court. At Freeborn, he melds these technical proficiencies with his creativity and experience to help clients develop and execute plans that take into account all of the variables that enter into a company’s capital events –financial, management control, taxation, and personnel to name just a few.

Brian also acts as Freeborn's liaison to Geneva Group International (GGI), the leading global alliance of independent, professional firms.

As a member of the Food Industry Team, Brian helps a variety of food clients, including manufacturers, branded consumer product companies and retailers with their transactional matters including structuring, negotiating and executing transactions that represent significant capital events. Recently, he led Freeborn's team in representing a food ingredient manufacturer in the sale of its business to a large, multinational agribusiness and food company.

Representative Matters

  • Represented a large food manufacturer in negotiating an international joint venture with a food ingredient provider.
  • Structured and led the team in the sale of a global manufacturer of landfill environmental products and equipment in its sale to a Philadelphia-based private equity firm.
  • Represented an Oregon-based manufacturer of audio and video equipment in a sale to a large family office.
  • Regularly represents a Midwest-based venture capital fund on its convertible-debt and subsequent preferred equity investments in technology companies.
  • Structured a joint venture among major distributors of institutional kitchen equipment in creating a national purchasing consortium.
  • Represented the company in the sale of a multistate airport food concessionaire to a management-led investment group.
  • Represented a national fast-casual restaurant franchise in the sale of a minority interest to a San Francisco-based private equity firm.
  • Represented a Chicago-based private equity firm in connection with its financing and acquisition of a leading American precious metal dealer.
  • Led Freeborn’s team in representing a leading men’s accessories retailer and its founders in a sale to a Chicago-based private-equity firm.
  • Represented a Chicago-based private equity firm in connection with the financing and platform acquisition of a leading provider of outsourced electronics repair service programs.
  • Represented the provider of healthcare decision support applications to a NASDAQ-listed provider of health information services, for approximately $60 million cash and stock, resulting from an auction of the company.
  • Counseled and negotiated on behalf of a U.S. real estate developer on a $500 million joint venture with a private equity company.
  • Assisted an institutional client in structuring and forming a fund to invest $1 billion in U.S. commercial real estate.
Honors & Awards: 
  • Chicago Daily Law Bulletin and Chicago Lawyer – 40 Under Forty Illinois Attorneys to Watch – 2012
  • Leading Lawyers, 2019 (cited in multiple years)


J.D., Indiana University, Associate Editor, Indiana Journal of Global Legal Studies
B.S., Indiana University
C.P.A., , Illinois

State Bar Admissions

  • Illinois 

Federal Bar Admissions

  • United States District Court for the Northern District of Illinois (including Trial Bar)
  • United States Tax Court

Community Service

  • Pro bono counsel to a variety of public charities, including the Great Lakes and St. Lawrence Cities Initiative, an international coalition of mayors and other local officials that works actively with federal, state and provincial governments to advance the protection and restoration of the Great Lakes and the St. Lawrence River.

Case Studies

Jack Link’s Beef Jerky is the #1 meat snack in the United States and fastest-growing meat snack manufacturer worldwide. Read More »