David R. Brown

/My focus

I work closely with clients to help them raise capital, grow through acquisitions and joint ventures and comply with securities laws. While I work primarily on securities, M&A and private equity projects, I also advise clients on general corporate and governance issues. I also have experience with the financing and development of renewable energy projects.

Capital Markets and Securities

I advise publicly traded companies in complying with their ongoing disclosure obligations under the securities laws, including the Securities Exchange Act of 1934. I also provide advice on raising capital, working with private companies and placement agents in connection with private placements of equity and debt securities.

Mergers & Acquisitions

I represent acquirers and targets across a diverse range of industries on public and private mergers, stock and asset acquisitions, strategic investments and joint ventures.

Private Equity

I focus on the acquisition, growth and sale of portfolio companies, venture capital investments and crowdfunding.

General Business Counseling

I help domestic and foreign middle-market companies with a variety of corporate agreements and day-to-day legal matters such as agreements with vendors, suppliers, executives and employees, as well as intellectual property licensing, SaaS and similar arrangements.

/Representative experience

Corporate

• Service as a trusted advisor to middle-market companies, including acting as U.S. counsel for a number of European and Asian businesses
• Establishment of a joint venture between a public company and a former competitor to develop secure smartphone products and technology
• Implementation of a joint venture between a UK-based construction services firm and a U.S. multi-site construction management firm
• Representation of a leading business intelligence firm in connection with the creation of new playbook of template agreements and negotiation guides for use with clients and related training of the client’s sales force
• Negotiation of numerous master service agreements on behalf of professional service firms of all sizes opposite over 40 Fortune 500 companies
• Corporate counseling in connection with litigation over disaffiliation of multiple charities involving complex fiduciary duty issues
• Restructuring a family’s investments of over $250,000,000 in the U.S. and Caribbean

Mergers & Acquisitions

• Sale of a manufacturing company to a manufacturer of custom trailers and truck bodies for the medical imaging industry
• Sale of a life insurance and benefits brokerage business to a publicly-traded acquirer
• Representation of Delaware-based subsidiary with UK parent in the negotiation and purchase of Maryland-based website governance firm
• Representation of Ohio-based residential mortgage lead generation business in connection with sale to Washington-based competitor
• Sale of a database services and software provider to a Fortune 500 acquirer
• Sale of a gourmet pretzel company to a public acquirer
• Acquisition of a telecommunications equipment company by a public acquirer
• Acquisition of a retail business intelligence provider by a competitor
• Representation of a well-known investment bank in connection with fairness opinion issues
• Representation of the partners of an investment banking practice in connection with its spin-off from a major accounting firm  
• Sale of a long-term acute care hospital system to a private equity acquirer
• Disposition of a chain of distressed senior living properties
• Merger via affiliation of two major Catholic healthcare systems
• Acquisitions and sales of auto parts suppliers via the Section 363 bankruptcy auction process
• Sale of an electronic check collection technology firm to a private equity fund
• Acquisition of a national long-term care consulting firm by its management
• Restructuring and private equity financing of a chain of radio stations in the Upper Midwest
• Acquisition of a number of logistics services providers by a national logistics leader
• Acquisition by a multinational buyer group of a nationally-known women’s apparel retailer via the Section 363 bankruptcy auction process

Securities

• Representation of public companies, and directors and officers of public companies, in connection with securities reporting obligations, SEC investigations, PIPEs, “going private” and “going dark”
• Counseling in connection with numerous private offerings of securities
• Counseling in connection with U.S. securities law compliance for an offshore securities offering to residents of several Asian countries in connection with a Hawaii-based real estate development
• Representation of a Singapore-based public mining company in connection with the acquisition of an Australian target with a class of U.S. listed ADRs

Finance

• Negotiation, documentation and modification of numerous bank credit facilities and on behalf of several major middle-market and large banks (as both sole or lead lender and as participants) and their customers
• The refinancing of a Caribbean resort, hotel and casino project using high-yield notes, including coordination of co-counsel in several foreign jurisdictions
• The formation and financing of several proprietary trading firms

Renewable Energy

• The development and financing of renewable energy production facilities (wind, solar and hydro) in several U.S. states, Puerto Rico and Italy

/Looking ahead

I see an uptick in M&A and capital raising activity, particularly involving companies advancing big data technologies. These deals will become increasingly complex due to the evolving regulatory environment.

/Insights

• “Protecting the Attorney-Client Privilege,” Chicago Bar Association, June 20, 2019
• “Untangling the Knots in Earnouts,” Association for Corporate Growth, Chicago, October 11, 2018
• “Looking Ahead for Public Companies 2018,” Nixon Peabody webinar, November 15, 2017 (Presenter)
• “Negotiation of M&A Stock Purchase Agreement,” University of Chicago School of Law seminar, November 14, 2017 (Presenter)
• “Food and Beverage M&A in the Middle Market,” 2017 Food and Beverage Forum, Chicago, November 2, 2017 (Panelist)
• “Best Practices for the Private Placement Memorandum (PPM),” Chicago Bar Association, CLE Presentation, September 13, 2017
• “Negotiation of M&A Stock Purchase Agreement,” University of Chicago School of Law seminar, January 24, 2017 (Presenter)
• “Let Me Off Here: Pre-Sale Liquidity Options for Privately-Held Companies,” Presentation to ACG Chicago, May 13, 2016
• “Faire des Affaires aux États-Unis: Aspects Juridiques (Doing Business in the U.S.: Legal Aspects),” presentation to a trade delegation from the Poitou-Charentes region of France at the French Consulate in New York, July 2, 2015
• “Legal Aspects of Angel Investing and Angel Clubs,” Mandarin Quarterly symposium, June 30, 2015
• “Drafting Equity for Services Arrangements: The Ethics of Doing Business with Clients,” Chicago Bar Association, May 13, 2015 (Presenter)
• “Crowdfunding Basics,” Association of Industrial Real Estate Brokers, February 10, 2015 (Presenter)
• “State Law Traps for the Unwary: Illinois,” LFA Conference Call, November 20, 2014 (Presenter)
• “How to Add Value to Client Agreements by Sweating the ‘Boilerplate,’” Chicago Bar Association, Commercial Finance and Transactions Committee, October 16, 2014 (Presenter)
• “Doing Deals in the Era of Big Data,” ACG Chicago September Sunrise Session, September 16, 2014 (Presenter)
• “Crowdfunding and Alternatives,” MIT Enterprise Forum, April 22, 2014 (Panelist)
• “Nuances of Contractual Boilerplate Language—How to Add Value in Miscellaneous Contract Provisions,” Chicago Bar Association, Forms & Best Practices Committee, November 19, 2012 (Speaker)
• “Mergers & Acquisitions:  Overview and Practice Tips,” Chicago Bar Association, Mergers & Acquisitions Committee, October 13, 2011 (Speaker)
• “Mergers & Acquisitions: Overview and Practice Tips,” Chicago Bar Association, September 8, 2011 (Speaker)
• “Best Practices for Amendments and Side Letters,” 2010 Illinois Institute for Continuing Legal Education (IICLE) Contract Drafting Seminar, December 16, 2010 (Speaker)
• “Financing Options for Entrepreneurs,” MIT Enterprise Forum, October 12, 2010 (Panelist)
• “Key Provisions of Joint Ventures and Strategic Alliances,” Chicago Bar Association, Contract Drafting Committee, November 16, 2009 (Speaker)
• Insight/ALM Annual Negotiating and Drafting Major Business Agreements, 2007-2009 (Presenter)
• “Legal Considerations in Joint Ventures,” Chicago Bar Association, Corporation and Business Law Committee, April 2, 2008 (Speaker)
• Chicago-Kent College of Law Corporate Law Society Symposium, 2005 (Speaker)
• Roosevelt University, 2004, Guest Instructor