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Rob G. Breunig

Partner

Mergers & Acquisitions

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  • Overview
  • Experience
  • Publications
  • Recognitions
  • Insights

Overview

Rob Breunig is a Partner in the Nashville office of Adams & Reese, where he focuses on middle market mergers and acquisitions, corporate transactions, and aircraft finance. Rob serves as strategic outside general counsel to businesses in the transportation and logistics, aviation, and alcohol and hospitality industries, providing transactional, corporate governance, regulatory compliance, and tax planning counsl.

Mergers & Acquisitions. Rob represents buyers, sellers, and investors in middle market M&A transactions across a range of industries, with particular depth in transportation, logistics, warehousing, and alcohol and hospitality. He advises on deal structure, due diligence, tax planning, negotiation, and post-closing integration.

Aircraft Finance and Aviation. Rob advises aviation clients on the full spectrum of aircraft finance matters, including secured lending, aircraft acquisitions and dispositions, leasing structures, tax-efficient ownership planning, entity formation for aircraft holding companies, and FAA regulatory compliance. He represents banks and specialty lenders in aircraft-secured financings and counsels corporate flight departments and charter operators on acquisition, management, and operational structuring. Rob's aircraft finance practice is part of Adams & Reese's nationally recognized Aviation & Aerospace practice.

Banking and Finance. Rob represents financial institutions in loan origination, credit facilities, and debt financing transactions, including specialty asset-backed lending.

Law Firm MSOs, Alternative Business Structures, and Legal Platform Build-Outs. Rob advises law firm founders, private equity sponsors, family offices, and growth equity investors on the structuring, formation, and operation of Management Services Organizations (MSOs) and Alternative Business Structures (ABSs) in the legal services sector. His work spans the full transaction lifecycle, from initial platform formation and management services agreement (MSA) negotiation to bolt-on acquisitions, roll-up integration, and multi-state regulatory compliance. Rob counsels clients on the separation of legal and non-legal assets, compliant fee structures under ABA Model Rule 5.4 and state-specific ethics rules, governance frameworks that preserve professional independence, and the operational and financial infrastructure required to support scalable legal platforms. He also advises on roll-over equity arrangements, post-closing integration, succession planning for founding partners, and exit strategies. As private capital continues to reshape the legal industry through consolidation and platform investment, Rob helps clients navigate the complex intersection of M&A, corporate governance, regulatory compliance, and professional responsibility that defines this rapidly evolving space.

Corporate and Executive Compensation. Rob counsels businesses on entity formations, reorganizations, partnership and LLC operating agreements, corporate governance, bylaws, and shareholder agreements. He also advises employers and trade associations on executive compensation arrangements, employee benefit plans, equity compensation, and regulatory compliance, providing technical knowledge on plan design, tax qualification, administration, and fiduciary obligations.

Rob earned his J.D. and LL.M. from the University of San Diego School of Law and his B.A. from the University of Massachusetts Lowell. He is admitted to practice in Tennessee, California, and Nevada, and is admitted to the United States Tax Court.

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Education

  • University of San Diego School of Law, J.D. | 2012
  • University of San Diego School of Law, LL.M. | 2013
  • University of Massachusetts Lowell, B.A. | 2006

Bar Admissions

  • California
  • Nevada
  • Tennessee

Court Admissions

  • United States Tax Court

Related Services

M&A in Global Trade, Transportation and Logistics

  • National motor carrier in negotiating a $225-million syndicated credit facility.
  • Regional freight transportation and supply chain service provider in a syndicated loan towards growth and investment.
  • Aviation, jet rental company in the business entity’s operating formation, selling off of shares, and management agreements.
  • Trucking companies’ warehousing contracts, management services, and logistical needs, including contract drafting, review, and negotiation.

M&A in Alcohol and Hospitality

  • Investment partner group involved in the redevelopment of a historic property, assisting in the build-out of distillery operations, real property and hotel acquisition, and alcohol branding.
  • Rum brand company, representing clients in the acquisition and IP transaction.
  • Whiskey brand company in the establishment of distillery operations.

Education

  • University of San Diego School of Law, J.D. | 2012
  • University of San Diego School of Law, LL.M. | 2013
  • University of Massachusetts Lowell, B.A. | 2006

Bar Admissions

  • California
  • Nevada
  • Tennessee

Court Admissions

  • United States Tax Court

Related Services

Publications

  • "Know the Rules: Fiduciary Compliance for Health & Welfare," Tennessee Virtual Healthcare & Retirement Plan Summit, November 2020

Presentations

  • Tennessee Healthcare & Retirement Plan Summit, Nashville, April 2019

    • Convergence of Healthcare & Retirement & HSAs
    • What Every Fiduciary Needs to Know
    • Ask the Experts - Local & National Professional Panel
    • RFP & Plan Design Best Practices
    • Financial Wellness for Plan Sponsors & Employees

Education

  • University of San Diego School of Law, J.D. | 2012
  • University of San Diego School of Law, LL.M. | 2013
  • University of Massachusetts Lowell, B.A. | 2006

Bar Admissions

  • California
  • Nevada
  • Tennessee

Court Admissions

  • United States Tax Court

Related Services

Recognitions

  • Mid-South Rising Star® (by Thomson Reuters) Employee Benefits, 2018-2021

Education

  • University of San Diego School of Law, J.D. | 2012
  • University of San Diego School of Law, LL.M. | 2013
  • University of Massachusetts Lowell, B.A. | 2006

Bar Admissions

  • California
  • Nevada
  • Tennessee

Court Admissions

  • United States Tax Court

Related Services