David Brown is a co-chair of the firm’s corporate practice area, which includes its corporate, energy, finance, health care, real estate and public policy groups, and a partner in the Financial Services & Products Group, which he previously led. His practice focuses on mergers and acquisitions, corporate governance, securities disclosure, and payment system and other technology transactions, with an emphasis on the financial services, technology and telecommunications industries. David regularly represents issuers and underwriters in public and private offerings of equity, debt and hybrid securities and has extensive experience in complex mergers and acquisitions, particularly transactions coupled with strategic relationships between the parties. David has advised clients on hundreds of M&A transactions with an aggregate deal value in excess of $70 billion and securities transactions with a value in excess of $55 billion.
David is identified in The Best Lawyers in America for his corporate governance, corporate and merger and acquisition expertise and in the Guide to the World’s Leading Corporate Governance Lawyers. He is a frequent speaker and author of publications regarding securities regulation, corporate governance, mergers and acquisitions, and strategic alliances issues.
- Counsel to an NYSE-listed real estate investment trust in connection with its $240 million sale to a competitor.
- Counsel to a regional bank holding company in connection with its $1.5 billion merger with a competitor to form one of the 25 largest banking organizations in the United States.
- Counsel to a major wireless telecommunications provider in connection with the formation of an industry joint venture to provide payments-related services utilizing smartphone and near-field communication (NFC) technology.
- Counsel to a publicly traded telecommunications services provider in connection with its $2.6 billion sale to a major private equity sponsor.
- Special securities counsel to a privately held media company in connection with its $3.5 billion sale of certain assets to another media company and two major private equity sponsors, and a simultaneous spin-off of unrelated businesses to its existing security holders.
- Counsel to a major defense contractor in connection with multiple acquisitions of privately held engineering and technology companies.
- Counsel to a major agricultural company in the defense of a hostile offer and proxy contest from, and eventual $1.1 billion negotiated sale to, a competitor.
- Counsel to a major captive finance company in connection with its $25 billion U.S. medium term note program and $11 billion Euro medium term note programme.
- Counsel to an NYSE-listed Swedish auto parts manufacturer in simultaneous public offerings of $235 million of common stock and $165 million of mandatory convertible equity units.
- Counsel to the underwriters in a $3.5 billion (later re-opened to issue an additional $250 million) public offering by a major banking organization of senior notes that were guaranteed by the Federal Deposit Insurance Corporation.
- Counsel to numerous issuers in offerings of over $1.2 billion of optionally convertible debt securities, including forced conversions upon redemption, standby underwritings and related derivatives hedging arrangements.
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September 12, 2011
In The Press
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October 29, 2010
In The Press
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August 30, 2010
In The Press
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August 3, 2009
In The Press
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March 3, 2009
In The Press
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January 21, 2009
In The Press
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September 10, 2008
In The Press
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April 28, 2008
In The Press
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17 September 2007
In The Press
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23 January 2007
In The Press
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10 January 2006
In The Press
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10 January 2006
In The Press
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July 14, 2009
Publications
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“Majority Voting for Directors: Are We Done Yet?” Bloomberg Law Reports – Corporate Governance, February 2006.
February 2006
Publications
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SEC Public Offering Reform: Does the Law Finally Match Reality?
Alston & Bird partners David Brown and Mark McElreath are guest speakers for this Washington Legal Foundation Web seminar. To view the program,
click here.
September 14, 2005
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“Enron and Worldcom Settlements Reflect Need to Reexamine Director Liability Standards,” Securities Liability & Regulation Reporter, May 4, 2005.
May 2005
Publications
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Annual Reporting: Planning in the New Environment
David Brown and Dennis Garris, joined by Ralph MacDonald and Nils Okeson, discuss key issues and solutions regarding the Sarbanes-Oxley Act, SEC and PCAOB rules, and other regulatory developments. To view the program,
click here.
January 25, 2005
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“SEC Proposes More Refined Package of Reforms to the Securities Offering Process,” Insights: the Corporate & Securities Law Advisor, January 2005.
January 2005
Publications
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“Trapped in the Middle: Tension Between State and Federal Regulation May Discourage Board Service,” Legal Times, November 15, 2004.
November 2004
Publications
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“PCAOB Issues Auditing Standard Regarding Internal Control Over Financial Reporting,” Wall Street Lawyer, May 2004.
May 2004
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“SEC Issues Interpretive Release Regarding MD&A Disclosure,” Securities Litigation & Regulation Reporter, January 14, 2004.
January 2004
Publications
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“SEC Adopts Final Rules Regarding Improper Influence on Audits,” White-Collar Crime Reporter, December 2003.
December 2003
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“SEC Adopts Final Rules Relating to Director Nomination Process and Shareholder Communication Rules,” Banking & Financial Services Policy Report, December 2003.
December 2003
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“Proxy Rule Changes on the Horizon,” Wall Street Lawyer, August 2003.
August 2003
Publications
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“Making the Road Safe for Certifiers: Sarbanes-Oxley Certification Requirements Raise Difficult Issues,” The M&A Lawyer, September 2002.
September 2002
Publications
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“Director and Officer Liability Changes Loom in Post-Enron Environment,” Corporate Counsel, August 2002.
August 2002
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“SEC Issues New MD&A Guidance,” The Corporate Counsellor, April 2002.
April 2002
Publications
Past Events
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January 12, 2012
Seminar
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October 7, 2010
Seminar
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April 28, 2008
Seminar
- Member, Advisory Board of the John L. Weinberg Center for Corporate Governance, University of Delaware
- Member, State Bar of Georgia
- Member, District of Columbia Bar; Member, Corporation, Finance and Securities Law Section
- Editor-in-Chief of the Electronic Banking Law and Commerce Report (1999 to 2008)
- Chair, Board of Trustees, The Sheridan School, Washington, D.C. (2004 to 2009)