David A. Brown focuses his practice on securities regulation, public and private mergers and acquisitions, public and private corporate finance transactions, friendly and hostile tender offers, proxy contests, going-private transactions, public company investments and general corporate matters. He has extensive experience and knowledge in the federal securities laws, including the SEC’s tender offer rules, proxy rules, going private rules and the beneficial ownership rules.
Mr. Brown regularly advises a range of listed companies in SEC reporting and disclosure requirements, corporate governance issues, establishment of corporate compliance programs and other corporate and securities matters. Additionally, Mr. Brown advises public and private companies and investment banking firms in mergers and acquisitions transactions. He also regularly advises hedge funds and other investment groups regarding the beneficial ownership rules and investments in public and private companies. Mr. Brown is also a member of the American Bar Association and a member of the subcommittee on Proxy Statements and Business Combinations.
Mr. Brown received his J.D., cum laude, from Brigham Young University in 2003, where he was a lead editor for Journal of Public Law. He received a B.A. in History in 1999 from Brigham Young University.
- Underwriters' counsel in two offerings of a total of $5 billion of debt securities by the world's best-known beverage company.
- Dealer-managers’ counsel in two debt tender offers totaling $5 billion by the world’s best-known beverage company.
- Counsel to the world’s largest beauty supply store in a $300 million secondary equity offering.
- Counsel to a technology company for a $50 million self-tender offer of common stock.
- Counsel to one of America’s largest full-service restaurant companies in proxy contest against dissident hedge funds.
- Counsel to a technology company in the successful defense of a hostile takeover.
- Counsel to the director nominees of an acquirer in the successful hostile acquisition of a U.S. pharmaceutical company.
- U.S. counsel to for a cross-border hostile tender offer of one of the UK’s largest restaurant companies.
- Counsel to a worldwide leader in automotive safety in connection with corporate, securities and mergers and acquisitions.
- Counsel to the world’s largest beauty supply store in a $750 million 144A senior notes offering.
- Counsel to investors in numerous private placement investments in public companies.
- Counsel to a number of large investment firms and financial services entities with respect to beneficial ownership reporting and proxy issues.
- Counsel to the issuer in an equity offering of over $200 million.
- Counsel to the issuer in a hybrid debt offering of over $160 million.
- Counsel to a poultry company responding to a hostile $1.1 billion tender-offer and subsequent friendly tender-offer/merger.
- Counsel to a technology company in its buyback of common stock and related settlement of a proxy contest by a significant shareholder of the company.
- Counsel to a super-regional bank in connection with its merger of equals in a transaction valued at $6 billion.
- Counsel to the seller in a disposition of an employee staffing company in a transaction valued at $80 million.
- Counsel to institutional investors, hedge funds and other financial entities in complying with beneficial ownership reporting requirements.
- Counsel to a publicly traded telecommunications firm in a $2.6 billion leveraged buyout by an affiliate of the Carlyle Group.
- Counsel to a financial advisor in $9.2 billion spin-off and merger of telecommunication companies.
- Corporate and securities counsel to one of the world’s largest retailers of home improvement and building products.
Alston & Bird served as legal counsel to the Special Committee of the Board of Directors of Ebix, Inc., a leading international supplier of on-demand software and E-commerce services to the insurance industry, in a definitive merger agreement to be acquired by an affiliate of Goldman, Sachs & Co. in an $820 million transaction, where Ebix shareholders will receive $20 per share in cash.
April 30, 2013
In the Press
An Alston & Bird team led by Washington, D.C. corporate transactions and securities partner Keith E. Gottfried recently represented publicly traded, Nasdaq-listed Qualstar Corporation in connection with its receipt of an unsolicited partial tender offer by BKF Capital Group, Inc., an entity controlled by Steven N. Bronson.
February 14, 2013
In the Press
"SEC Proposes Rules Relating to Conflict Minerals, Mine Safety, and Payments to Resource Extraction Issuers," Insights: The Corporate & Securities Law Advisor, Vol. 25, No.1., January, 2011.
"Commission Guidance and Changes to Cross-Border Tender Offers," Section 2—Significant 2008 Regulatory Developments, Survey—Federal Regulation of Securities, The Business Lawyer, Vol. 64, May 2009.
- District of Columbia Bar Association
- Utah Bar Association
- American Bar Association