Dennis O. Garris is Partner-in-Charge of the firm’s Washington, D.C., office and is the former co-head of the firm’s securities and mergers and acquisitions practices. He focuses his practice on securities and complex Securities and Exchange Commission (SEC) regulatory and disclosure matters and mergers and acquisitions. Mr. Garris is a nationally known expert on SEC regulatory matters including the proxy rules, tender offer rules, going-private rules and beneficial ownership reporting rules. From October 1997 until early 2003, he served as Chief, Office of Mergers and Acquisitions, in the Division of Corporation Finance at the SEC. He began his career at the SEC in 1992.
Mr. Garris is the former chair and current vice-chair of the American Bar Association’s Subcommittee on Proxy Statements and Business Combinations of the Federal Regulation of Securities Committee. Mr. Garris has been selected by his peers for inclusion in The Best Lawyers in America in the areas of corporate governance and compliance law, mergers & acquisitions law and securities law. He is an adjunct professor of law at Georgetown University Law Center, where he has taught the course Takeovers, Mergers and Acquisitions since 1996.
Dennis O. Garris is Partner-in-Charge of the firm’s Washington, D.C., office and is the former co-head of the firm’s securities and mergers and acquisitions practices. He focuses his practice on securities and complex Securities and Exchange Commission (SEC) regulatory and disclosure matters and mergers and acquisitions. Mr. Garris is a nationally known expert on SEC regulatory matters including the proxy rules, tender offer rules, going-private rules and beneficial ownership reporting rules. From October 1997 until early 2003, he served as Chief, Office of Mergers and Acquisitions, in the Division of Corporation Finance at the SEC. He began his career at the SEC in 1992.
Mr. Garris is the former chair and current vice-chair of the American Bar Association’s Subcommittee on Proxy Statements and Business Combinations of the Federal Regulation of Securities Committee. Mr. Garris has been selected by his peers for inclusion in The Best Lawyers in America in the areas of corporate governance and compliance law, mergers & acquisitions law and securities law. He is an adjunct professor of law at Georgetown University Law Center, where he has taught the course Takeovers, Mergers and Acquisitions since 1996.
As head of the SEC’s Office of Mergers and Acquisitions, Mr. Garris oversaw regulation of domestic and cross-border M&A transactions and the statutory and regulatory interpretive functions of the SEC as they relate to domestic and international tender offers, exchange offers and business combinations, issuer tender offers (including debt buybacks), proxy solicitations (both contested and non-contested), going-private transactions and beneficial ownership reporting. Mr. Garris worked closely with the SEC’s Division of Enforcement on enforcement matters involving M&A and beneficial ownership reporting issues.
While at the SEC, Mr. Garris was the primary architect of Regulation M-A, the current federal regulatory scheme for mergers and acquisitions, and supervised the adoption of the Cross-Border Tender Offer Exemptions (SEC Releases Nos. 33-7759 and 33-7760, October 1999), the current federal regulatory scheme for cross-border tender offers. Mr. Garris spearheaded the SEC’s first enforcement cases against the fraudulent use of “mini-tender offers” and authored the SEC’s interpretive release on mini-tender offers in 2000. In 1998, Mr. Garris authored the SEC’s adopting release amending the beneficial ownership reporting rules by creating a “passive investor” category for Schedule 13G and providing significant interpretive guidance on attribution of beneficial ownership between related entities and determining passive/non-passive investment intent.
Mr. Garris is a frequent speaker at national seminars, including the Practicing Law Institute, Penn State Law School’s Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, Tulane University’s Annual Corporate Law Institute, the American Bar Association’s Business Section meetings and a variety of other nationally and internationally prominent seminars and conferences.