Brian J. McCarthy

Brian J. McCarthy

Partner, Mergers and Acquisitions
Brian J. McCarthy’s practice concentrates on corporate and securities matters, with particular emphasis on mergers, acquisitions, corporate governance issues and restructurings.


Mr. McCarthy has acted as counsel to numerous companies and investment banking firms in mergers, acquisitions and tender offers, both friendly and hostile, including the representation of Activision, Inc. in its business combination with Vivendi Games; The Walt Disney Company in its acquisitions of Lucasfilm Ltd. and Pixar Animation Studios; Advanced Medical Optics, Inc. in its acquisition of VISX, Incorporated; E. & J. Gallo Winery in its acquisition of a wine and spirits brand portfolio and winemaking facilities from Constellation Brands; Credit Suisse First Boston as financial advisor to Oracle Corporation in its acquisition of PeopleSoft, Inc.; Freedom Communications, Inc. in its sale of its television and newspaper assets; Entertainment Partners in its acquisition by TPG Capital, L.P.; the special committee of Wesco Financial Corporation in its sale to Berkshire Hathaway Inc.; Cost Plus, Inc. in its sale to Bed Bath & Beyond Inc.; MGM Grand, Inc. in its acquisition of Mirage Resorts, Incorporated; and The Times Mirror Company in its sale to Tribune Company. Mr. McCarthy also has represented special committees of boards of directors as well as several investment banking clients, buyers, sellers and management groups in leveraged buyouts and related financings.

In addition to his mergers and acquisitions practice, Mr. McCarthy provides general corporate counseling to a number of corporations, both public and private. He also represents issuers, borrowers, underwriters and institutional lenders in corporate finance transactions and restructurings.

From September 2000 to April 2002, Mr. McCarthy was chief operating officer and general counsel at Pacific Capital Group, Inc. During this time, he had significant involvement in private equity investing.

Mr. McCarthy repeatedly has been included in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Who’s Who Legal for California and Corporate Governance, The Best Lawyers in America, and Lawdragon 500 Leading Lawyers in America. He was named Best Lawyers’ 2019 Los Angeles Corporate Governance Law Lawyer of the Year and 2019 Los Angeles Securities/Capital Markets Law Lawyer of the Year, as well as its 2017 Los Angeles Corporate Law and Securities/Capital Markets Law Layer of the Year, 2016 Los Angeles Mergers and Acquisitions Lawyer of the Year, 2013 and 2015 Los Angeles Corporate Governance Lawyer of the Year, and 2014 Los Angeles Corporate Lawyer of the Year. The Daily Journal has named him to its list of the 100 Most Influential Lawyers in California and the Los Angeles Business Journal has included him on their list of Who’s Who in L.A. Law and among the top 40 Most Influential M&A Advisors in Los Angeles. Mr. McCarthy also has been recognized as one of the BTI Client Service All-Stars by The BTI Consulting Group; listed in the 2017 edition of Who’s Who Legal: M&A and Governance; named one of the Top 100 Entertainment Attorneys in 2013 by The Hollywood Reporter; and named a winner of the California Lawyer Attorneys of the Year (CLAY) Award by California Lawyer magazine, which recognizes attorneys whose work has had a significant impact on the law. He is a frequent panel speaker on corporate and securities law topics. In addition, he has published articles on mergers and acquisitions in the Daily Journal and HealthSpan, among other publications.



  • J.D., Fordham University School of Law, 1978
  • B.A., Tufts University, 1975 (magna cum laude)


  • California
  • New York


  • Member, Executive Committee, Business and Corporations Law Section, Los Angeles County Bar Association (1992-present)

Brian J. McCarthy