David Brown is 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 $76 billion and securities transactions with a value in excess of $57 billion.
David is identified in The Best Lawyers in America for his corporate governance, corporate, merger and acquisition and securities/capital markets 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 $760 million sale to a competitor.
- Counsel to a regional bank holding company in connection with its $1.8 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 company 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.
The Jumpstart Our Business Startups Act (JOBS Act) required the Securities and Exchange Commission (SEC) to revise its current rules to allow companies issuing securities in a private offering pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (Securities Act) and Rule 144A of the Securities Act to use general solicitation and general advertising—such as newspaper advertisements, communications over television or radio, public websites or seminars in which attendees are invited through a general advertisement—in their offering efforts, as long as the actual purchasers of the securities are accredited investors or reasonably believed to be qualified institutional buyers (QIBs). This advisory discusses the SEC rules proposed to implement this directive.
September 5, 2012
July 14, 2009
- 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)