Bryan Brown represents issuers, underwriters, and investors in connection with U.S. and global capital markets transactions. He has experience in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on secondary public offerings, investment-grade and Rule 144A debt offerings, and venture capital financings. He also counsels clients on securities compliance, stockholder activism proxy fights and preparedness, corporate governance matters, and public disclosure obligations under the Securities Exchange Act (SEA). He also advises clients on mergers and other acquisition transactions, including negotiated acquisition and dispositions, controlled auctions, exchange offers, tender offers, and related financing transactions.
Bryan has represented public and start-up companies in various industries, including oil and gas exploration and production, oil field services/drilling, other energy-related industries, biotechnology, health care, healthy living, financial services, telecommunications, information technology, automotive, and the industrial and manufacturing sectors.
Bryan is a member of the American Bar Association (where he was an ambassador and committee chair of the Business Law Fellows), the National Association of Corporate Directors, the National Bar Association, and the Society for Corporate Governance.
Experience
The following represents experience acquired prior to joining Jones Day.
Capital Market Transactions
Represented an international offshore drilling company in a $1.225 billion Rule 144A offering of secured notes.
Represented an international offshore drilling company in a debt consent solicitation.
Represented an international offshore drilling company in: a debt consent solicitation; a $135 million Rule 144A offering of secured notes; and numerous underwritten equity offerings.
Represented an international offshore drilling company in numerous underwritten equity offerings.
Represented an international oil field service company in a cash tender offer for convertible senior debentures.
Represented a diversified manufacturing company in a modified Dutch auction tender offer for senior secured notes.
Represented an oil field service company in a $150 million Rule 144A offering of convertible notes.
Represented an international energy services company in a $175 million Rule 144A offering of notes.
Represented an international energy services company in a $150 million Rule 144A unit offering of notes and warrants.
Represented a biotechnology company in a $58 million underwritten offering of common stock.
Represented a telecommunications company in a $70 million underwritten unit offering of common stock and warrants.
Represented an oil field services company in a $51 million underwritten offering of common stock.
Represented an oil and gas exploration and production company in a $20 million private placement of common stock.
Mergers, Acquisitions, and Dispositions
Represented an oil and gas drilling company in a merger transaction with a rival drilling company.
Represented an offshore drilling service provider in a merger transaction with another Texas-based offshore drilling company.
Represented a pipeline company in a cross-border merger transaction with a Canadian energy transportation company.
Represented an oil and gas property developer in the acquisition of an oil and gas E&P company with properties located offshore in the Gulf of Mexico and off the coasts of Louisiana and Texas.
Represented a land development and engineering company in its acquisition by an Austin-based aerospace company.
Represented a private buyer in the acquisition of a Houston-based demolition contractor.
Represented Meritor, Inc. (NYSE: MTOR) in the carve-out sale of its Mascot Remanufacturing Operations.
Represented a financial services company in connection with its acquisition of a hedge fund manager.
Represented a fund sponsor in connection with its acquisition of a metal fabrication company.
Represented a private seller in the sale of a professional employer organization.
Additional Publications
- May 2021
Exchange Act Disclosure in a COVID-19 Pandemic Environment
Publications Prior to Jones Day
October 16, 2017
"It's Almost 2018 — Do You Have a Plan For Your Pay-Ratio Disclosure?," Bloomberg BNA
November 18, 2011
"Hot Topics in Securities Law — Beyond Dodd-Frank"
September 30, 2010
"Getting M&A Deals Done in a Weak Economy"
March 16, 2007
"Hot Topics in Securities Law"
February 5, 2006
"New Rules Would Make Firms Reveal Full Compensation of Top Execs"
June 8, 2005
"The Aftermath of Sarbanes-Oxley — What Does It Mean for Public & Private Companies?"
May 17, 2005
"Management's Discussion and Analysis — Selected Disclosure Issues"
August 24, 2004
"Document/Record Retention Policies in the Post-Sarbanes-Oxley Era"
October 1, 2003
"Rising Above the Sea of New Regulation"
October 1, 2003
"Demystifying the Sarbanes-Oxley Act for the Investor Relations Professional"
December 9, 2002
"Think Sarbanes-Oxley Doesn't Apply to Private Firms? Think Again"
April 9, 2002
"New Focus on Quality of Companies' Financial Reports"
January 2000
"Insider Trading and Corporate Disclosure Requirements"
Speaking Engagements
Speaking Engagements Prior to Jones Day
September 12-14, 2018
Society for Corporate Governance Essentials Express Conference, Las Vegas, Nevada — "Public Company Track: Annual Meetings I"
February 2, 2018
Society of Governance Professionals Essentials Seminar — "Regulation & Disclosure: Part II"
November 1, 2017
Society for Corporate Governance Essentials Express Conference, Boston, Massachusetts — "Public Company Track: Regulation & Disclosure"
November 17, 2016
American Bar Association Business Law Section Webinar, Houston, Texas — "Raising Capital Today: Considering the Wide Range of Financing Alternatives"
February 26-27, 2015
28th Annual Corporate Counsel Conference, Naples, Florida — "Keeping Your Global Company out of the Government Regulators' Crosshairs: What In-House Counsel Need to Know"
March 12, 2012
Minority Corporate Counsel Association 11th Annual CLE Expo, Chicago, Illinois — "Demonize the Executives: Corporate Governance in a Post Dodd-Frank World"
November 18, 2011
National Association of Pacific American Bar Association — "Hot Topics in Securities Law — Beyond Dodd-Frank"
September 30, 2010
Mergers and Acquisitions Institute — "Getting M&A Deals Done in a Weak Economy"
February 12, 2008
American Bar Association Business Law Section — "M&A Negotiation Trends Involving Public Targets: Insights from the 2007 Deal Points Studies on Public Targets, Including Public Target LBOs"
June 8, 2005
National Association of Securities Professionals 16th Annual Pension and Financial Services Conference — "The Aftermath of Sarbanes-Oxley — What Does It Mean for Public & Private Companies?"
May 17, 2005
SEC Hot Topics Institute Spring 2005 — "Management's Discussion and Analysis — Selected Disclosure Issues"
August 24, 2004
Document Retention and Destruction in Texas — "Document/Record Retention Policies in the Post-Sarbanes-Oxley Era"
October 1, 2003
National Investor Relations Institute Southwest Regional Conference — "Rising Above the Sea of New Regulation"
October 1, 2003
National Investor Relations Institute Southwest Regional Conference — "Demystifying the Sarbanes-Oxley Act for the Investor Relations Professional"
January 2000
Corporate, Partnership and Business Law Seminar, University of Houston Law Foundation — "Insider Trading and Corporate Disclosure Requirements"
- Tulane University (J.D. 1993; M.B.A. 1993); Sam Houston State University (B.B.A. in Accounting 1989)
- Texas and New York
- Attorney/Examiner, Division of Corporation Finance, U.S. Securities & Exchange Commission (1995-1998); U.S. Army Reserve (1986-2006)
- Recognized by The Legal 500 and Texas Super Lawyers