Brian J. Fahrney

BRIAN FAHRNEY is the chair of Sidley’s Executive Committee, a member of the firm’s Management Committee, and previously served as a global co-leader of the M&A and Private Equity group.

Brian has represented both acquirors and sellers in a wide variety of public and private merger and acquisition transactions, including complex carve-outs, take privates, cross-border transactions, spinoffs, and leveraged acquisitions. He has been a trusted advisor to numerous public companies in their strategic transactions, capital raising activities, and SEC disclosure matters. He advises companies and their boards of directors on their fiduciary duties, activism defense, and sensitive SEC and corporate governance matters. His longtime clients have included General Electric Company, McDonald’s Corporation, Synchrony Financial, Churchill Downs, Western & Southern, Glencore plc, Arthur J. Gallagher, Aflac, ServiceMaster, Northwestern Mutual, and Cabela’s.

Brian has frequently received accolades for his exceptional legal work. He was named to the 2026 “Who’s Who List” by Crain’s Chicago Business. He has been recognized for Corporate/M&A in Illinois by Chambers USA (2016–2025), which has noted that clients describe him as “an extremely impressive attorney…highly responsive and provides great advice” (2022) and “thoughtful on challenging deals with a lot of sensitive commercial issues…a big-picture thinker who never loses sight of the goal” (2021). In 2015, Brian has also been named a Law360 “MVP” and as a “Dealmaker of the Week” by The American Lawyer in 2010.

Brian was the 2024 chair of the Ray Garrett Jr. Corporate and Securities Law Institute at the Northwestern Pritzker School of Law, where he is also a member of the Law Board. He is on the Board of Advisors of the University of Pennsylvania Institute for Law and Economics. He is a member of the Civic Committee of the Commercial Club of Chicago, the Association of Life Insurance Counsel, and the Chicago Counsel on Global Relations. Brian was formerly on the Board of Directors of Big Brothers Big Sisters of Metropolitan Chicago. He was an adjunct professor of Law at the University of Notre Dame Law School, where he taught mergers and acquisitions.

Brian was a certified public accountant and served as associate articles editor of the Northwestern University Law Review.

Financial Services and Insurance Sectors

• Arthur J. Gallagher (NYSE: “AJG”) in its acquisition of AssuredPartners from GTCR for US$13.4 billion.
• Arthur J. Gallagher in its US$3.57 billion acquisition of certain Willis Towers Watson reinsurance, specialty, and retail brokerage operations (terminated), and subsequent acquisition of Willis Re for US$3.25 billion.
• GE Capital in its sale of its Antares Capital sponsor finance lending platform to CPPIB, a transaction valued at US$12 billion. 
• Western & Southern Financial in its acquisition of Gerber Life Insurance Company from Nestle SA for US$1.55 billion.
• Riot Blockchain, Inc. (NASDAQ: “RIOT”), a bitcoin mining company, in its US$651 million acquisition of Whinstone US.
• Ohio National Mutual Holdings, Inc. and its subsidiary, Ohio National Financial Services, Inc. in a sponsored demutualization transaction with Constellation Insurance Holdings, Inc.
• Mastercard (NYSE: “MA”) in its US$825 million acquisition of Finicity, a provider of real-time access to financial data and insights.
• Synchrony Financial (NYSE: “SYF”) in its split-off from GE Capital, a transaction that created a US$19 billion stand-alone public company.
• Kemper Corporation in its acquisition of Infinity Property and Casualty Company (NASDAQ: “IPCC”), a transaction valued at US$1.6 billion.
• United Insurance Holdings, Inc. (NASDAQ: “UIHC”) in a strategic merger with American Coastal Insurance Company, a combination that created a US$1 billion premium company and one of the leading CAT writers in the U.S.
• Various capital markets transactions for Western & Southern Life, Northwestern Mutual, United Fire, Aflac, United Insurance Holdings, Inc., Ohio National, Principal Financial, and CNA Financial. 

Industrial, Mining, and Business Services Sectors

• Allkem Limited in its merger of equals with Livent Corporation, a transaction valued at US$10.6 billion.
• Cubic Corporation (NYSE: “CUB”) in its US$3.0 billion sale transaction to Veritas Capital and an affiliate of Elliott Investment Management, Evergreen Coast Capital Corporation.
• GE in its sale of GE Appliances to Haier, a transaction valued at US$5.4 billion.
• Aon PLC in the US$4.8 billion sale of its benefits administration platform to Blackstone Group.
• Jervois Mining Ltd. in its acquisition of Freeport Cobalt and affiliated cobalt mining operations from KCHL.
• BorgWarner Inc. in its acquisition of Remy International, Inc. (NASDAQ: “REMY”), a transaction valued at US$1.2 billion.
• GE in its acquisition of Dresser, Inc. from private equity sponsors led by Riverstone Partners for US$3.1 billion.

Real Estate and Gaming Sectors

• CNL Hotels & Resorts, Inc., then the country’s second largest hotel and resort REIT, in its sale to Morgan Stanley Real Estate Fund V and Ashford Hospitality Trust, Inc. (NYSE: “AHT”), a transaction valued at US$6.6 billion.
• Churchill Downs, Inc. (NASDAQ: “CHDN”) in numerous acquisitions of gaming properties, including Oxford Casino, Harlow’s Casino Resort & Hotel, Riverwalk Casino, Presque Isle Casino, Rivers Casino, and Youbet.com (NASDAQ: “UBET”).
• Churchill Downs in the acquisition from Peninsula Pacific Entertainment of assets including Colonial Downs Racetrack, Rosie’s Gaming Emporium, the Del Lago Resort & Casino, and the Hard Rock Hotel and Casino of Sioux City, Iowa, a transaction valued at US$2.5 billion.
• Jones Lang LaSalle Incorporated (NYSE: “JLL”) in its US$2 billion merger with HFF, Inc. (NYSE: “HF”).
• Churchill Downs, Inc. in the sale of its mobile gaming subsidiary, Big Fish Games, Inc., to Aristocrat Leisure Limited (ASX: “ALL”) in a transaction valued at US$990 million.

Consumer, Retail, and Agriculture Sectors

• A special committee of the board of directors of Coty, Inc. (NYSE: “COTY”) in reviewing a US$1.75 billion tender offer by an affiliate of JAB Partners.
• Cabela’s Inc. (NYSE: “CAB”) in its sale to Bass Pro Shops for an aggregate value of US$5.5 billion.
• Coty Inc. in a US$750 million majority equity investment in Younique LLC, a direct marketing cosmetics company.
• Viterra BV in its acquisition of the Gavilon grains and ingredients business from Marubeni Corp., a transaction valued at US$1.1 billion.
• Bank of America/Merrill Lynch as lead arranger of transaction financing for ConAgra Foods in connection with its acquisition of Ralcorp, which included US$4.0 billion of debt and US$275 million of equity, as well as related debt tender and exchange offers. 
• Glencore in its sale of Dakota Growers Pasta Company to Post Holdings, Inc. (NYSE: “POST”) in a transaction valued at US$370 million.

Brian also has an active practice representing board of director special committees in conflict matters, including take private proposals from controlling shareholders, which have included representations of committees of the boards of directors of Blue Bird Corporation (NASDAQ: “BLBD”), Coty Inc. (NYSE: “COTY”), FBL Financial Group, Inc. (NYSE: “FFG”), Core & Main (NYSE: “CNM”), and Nationwide Financial Services, Inc. (NYSE: “NFS”), among others.