March 26, 2003

Former Securities and Exchange Commission Mergers & Acquisitions Chief Dennis O. Garris Joins Alston & Bird

Addition Strengthens Capital Markets Practice, Further Positioning Alston & Bird as a Leader in the Domestic and International Regulatory Arena

Legislative changes brought on by the problems in today’s corporate arena, including Sarbanes-Oxley, stricter punishment for white-collar criminals, GAAP accounting changes and the SEC’s new rulings, have left corporations struggling to comply with a shifting regulatory environment. This has increased the demand for well-structured and well-crafted securities compliance and litigation advice. Continuing its leadership in securities law, Alston & Bird has named Dennis O. Garris, the former Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the SEC, as partner in its Washington, D.C. office. Garris’ 10 years of SEC experience will add another important dimension to Alston & Bird’s leading mergers and acquisitions and securities practices.

Commenting on the appointment, Ben Johnson, Managing Partner of Alston & Bird, stated, “Garris’ “hands-on” regulatory background and his proficiency as a securities expert will significantly enhance our capabilities in M&A, domestic and international tender offers, contested proxy solicitations and going-private transactions, and other related matters. Garris’ expertise in regulatory interpretation, structuring and implementation will allow us to further expand our reach into the securities litigation, regulation and capital markets arenas.”

During his tenure at the SEC, Garris oversaw M&A regulation under the federal securities laws during a period that experienced a record number of M&A transactions, including:
• Mergers;
• Both friendly and hostile tender offers;
• Proxy contests;
• Issuer repurchases and recapitalizations;
• Going-private transactions;
• Debt restructurings; and
• Prepackaged bankruptcies.

As the SEC’s Chief of the Office of Mergers & Acquisitions, Garris supervised the review of all public M&A transactions. Garris oversaw the regulation of both domestic and cross-border M&A transactions. He organized and coordinated the statutory and regulatory interpretive functions of the Division of Corporation Finance as they relate to domestic and international tender offers and business combinations, takeovers, proxy solicitations and proxy contests, going-private transactions, and beneficial ownership reporting. Garris also worked closely with the Division of Enforcement on investigations and litigation cases involving M&A matters.

While at the SEC, Garris was instrumental in establishing regulatory policy. Garris was the architect of the free communication regulatory scheme for business combinations that the SEC adopted in 1999, often referred to as "Regulation M-A". Garris oversaw the adoption of Regulation M-A in its entirety which included, in addition to the free communication rules, early commencement of exchange offers under the Securities Act of 1933 and changes to the disclosure rules for business combinations generally. Garris also oversaw the SEC's adoption of the exemptions to the cross-border tender offer rules in 1999 that have reduced the regulatory burden for tender offers made for foreign companies to be extended to the foreign companies' investors in the United States. In 1998, Garris was responsible for adopting rules under Section 13(d), the beneficial ownership reporting statute, which created a new filing category to ease the burden of filing for shareholders that do not have a control-related investment purpose.

Bryan E. Davis, Co-Chair of Alston & Bird’s Mergers & Acquisitions Practice Team, commented, “Dennis’s expertise in domestic and cross-border M&A, as well as the unique perspective he will bring to our practice, will further enhance our team’s proven ability to provide time-sensitive and creative M&A solutions for our clients.”

A frequent speaker at national Practicing Law Institute (PLI) seminars, the American Bar Association’s Business Section meetings, the International Bar Association’s conferences and a variety of other nationally and internationally prominent seminars and conferences, Garris is also an adjunct professor of law at Georgetown University Law Center.
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