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Gary M. Brown

Gary M. Brown

Partner

1222 Demonbreun Street
Suite 1700
Nashville, TN 37203
T 615.664.5330
gary.brown@nelsonmullins.com
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Gary practices in the areas of securities compliance and corporate governance. Prior to joining Nelson Mullins, he served for more than six years as the chief executive officer of a Florida-based financial services company that specialized in the life insurance settlement industry. 

In more than 30 years of practice, Gary has advised a wide variety of...

Gary practices in the areas of securities compliance and corporate governance. Prior to joining Nelson Mullins, he served for more than six years as the chief executive officer of a Florida-based financial services company that specialized in the life insurance settlement industry. 

In more than 30 years of practice, Gary has advised a wide variety of public companies in the areas of corporate governance, securities compliance, and mergers and acquisitions. From his office in Nashville, he has been at the center of significant national transactions and events, including U.S Senate investigations into the 2002 collapse of Enron Corp. and the role of investment banks in the 2008 financial crisis as well as the resulting legislation — the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. He has regularly represented boards of directors and special committees of boards in matters involving SEC and Department of Justice investigations, activist shareholders, and strategic decisions.

Gary is a frequent lecturer at national CLE programs, primarily for the Practising Law Institute, on securities regulation and corporate governance. In addition to his legal practice, Gary is an adjunct faculty member at the Vanderbilt Law School where he teaches courses on corporate law and securities regulation. 

Gary M. Brown

public companies in the areas of corporate governance, securities compliance, and mergers and acquisitions. From his office in Nashville, he has been at the center of significant national transactions and events, including U.S Senate investigations into the 2002 collapse of Enron Corp. and the role of investment banks in the 2008 financial crisis as well as the resulting legislation — the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. He has regularly represented boards of directors and special committees of boards in matters involving SEC and Department of Justice investigations, activist shareholders, and strategic decisions.

Gary is a frequent lecturer at national CLE programs, primarily for the Practising Law Institute, on securities regulation and corporate governance. In addition to his legal practice, Gary is an adjunct faculty member at the Vanderbilt Law School where he teaches courses on corporate law and securities regulation. 

Experience

The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

  • Maintains an active regulatory practice, advising companies in need of an independent review of regulatory policies and procedures
  • Provides guidance on securities compliance and merger and acquisition activities 
  • Provides guidance on corporate governance and corporate legal compliance
  • Representation of special committees of boards of directors of public companies in going private, internal investigation, and derivative litigation matters
  • Representation of public companies in complex corporate reorganization matters

Previous Professional Experience

  • General Counsel, Ethics and Compliance Officer Association (at the time the world’s largest group of ethics and compliance professionals) (2006–2011)
  • Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp. (2002) 
  • Retained by United States Senate’s Permanent Subcommittee on Investigations to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings (2010)
  • Represented numerous public companies on various public transactions, including:
    • Representation of national restaurant (public) company in $1.25 billion financing, over $1 billion in stock repurchases in “Dutch auction” tender offers and $500 million divestiture of major subsidiary to New York based private equity fund; completed exempt (3(a)(9)) exchange and subsequent redemption of $425 million in face amount of convertible securities
    • Represented national retailer (public) and provided advice on $1.9 billion note offering (144A transaction) in connection with company’s $7 billion "going private" transaction in which it was acquired by private equity firm. Also represented the company and provided advice on later registered (S-4) exchange offer for those notes; represented company and provided advice on S-1 “market maker” registration statement filed in connection with the company's outstanding senior notes
    • Represented home health care company (public) in $150 million secondary offering of common stock and in $400 million acquisition and related refinancing and $100 million private offering of notes
    • Represented international HVAC manufacturing company in public securities matters and in the company’s acquisition by United Technologies Corporation in cross-border tender offer (transaction value approximately $600 million)
The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

  • Maintains an active regulatory practice, advising companies in need of an independent review of regulatory policies and procedures
  • Provides guidance on securities compliance and merger and acquisition activities 
  • Provides guidance on corporate governance and corporate legal compliance
  • Representation of special committees of boards of directors of public companies in going private, internal investigation, and derivative litigation matters
  • Representation of public companies in complex corporate reorganization matters

Previous Professional Experience

  • General Counsel, Ethics and Compliance Officer Association (at the time the world’s largest group of ethics and compliance professionals) (2006–2011)
  • Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp. (2002) 
  • Retained by United States Senate’s Permanent Subcommittee on Investigations to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings (2010)
  • Represented numerous public companies on various public transactions, including:
    • Representation of national restaurant (public) company in $1.25 billion financing, over $1 billion in stock repurchases in “Dutch auction” tender offers and $500 million divestiture of major subsidiary to New York based private equity fund; completed exempt (3(a)(9)) exchange and subsequent redemption of $425 million in face amount of convertible securities
    • Represented national retailer (public) and provided advice on $1.9 billion note offering (144A transaction) in connection with company’s $7 billion "going private" transaction in which it was acquired by private equity firm. Also represented the company and provided advice on later registered (S-4) exchange offer for those notes; represented company and provided advice on S-1 “market maker” registration statement filed in connection with the company's outstanding senior notes
    • Represented home health care company (public) in $150 million secondary offering of common stock and in $400 million acquisition and related refinancing and $100 million private offering of notes
    • Represented international HVAC manufacturing company in public securities matters and in the company’s acquisition by United Technologies Corporation in cross-border tender offer (transaction value approximately $600 million)

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Recognitions

The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.

Gary practices in the areas of securities compliance and corporate governance. Prior to joining Nelson Mullins, he served for more than six years as the chief executive officer of a Florida-based financial services company that specialized in the life insurance settlement industry. 

In more than 30 years of practice, Gary has advised a wide variety of... public companies in the areas of corporate governance, securities compliance, and mergers and acquisitions. From his office in Nashville, he has been at the center of significant national transactions and events, including U.S Senate investigations into the 2002 collapse of Enron Corp. and the role of investment banks in the 2008 financial crisis as well as the resulting legislation — the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. He has regularly represented boards of directors and special committees of boards in matters involving SEC and Department of Justice investigations, activist shareholders, and strategic decisions.

Gary is a frequent lecturer at national CLE programs, primarily for the Practising Law Institute, on securities regulation and corporate governance. In addition to his legal practice, Gary is an adjunct faculty member at the Vanderbilt Law School where he teaches courses on corporate law and securities regulation. 

Experience

The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

  • Maintains an active regulatory practice, advising companies in need of an independent review of regulatory policies and procedures
  • Provides guidance on securities compliance and merger and acquisition activities 
  • Provides guidance on corporate governance and corporate legal compliance
  • Representation of special committees of boards of directors of public companies in going private, internal investigation, and derivative litigation matters
  • Representation of public companies in complex corporate reorganization matters

Previous Professional Experience

  • General Counsel, Ethics and Compliance Officer Association (at the time the world’s largest group of ethics and compliance professionals) (2006–2011)
  • Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp. (2002) 
  • Retained by United States Senate’s Permanent Subcommittee on Investigations to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings (2010)
  • Represented numerous public companies on various public transactions, including:
    • Representation of national restaurant (public) company in $1.25 billion financing, over $1 billion in stock repurchases in “Dutch auction” tender offers and $500 million divestiture of major subsidiary to New York based private equity fund; completed exempt (3(a)(9)) exchange and subsequent redemption of $425 million in face amount of convertible securities
    • Represented national retailer (public) and provided advice on $1.9 billion note offering (144A transaction) in connection with company’s $7 billion "going private" transaction in which it was acquired by private equity firm. Also represented the company and provided advice on later registered (S-4) exchange offer for those notes; represented company and provided advice on S-1 “market maker” registration statement filed in connection with the company's outstanding senior notes
    • Represented home health care company (public) in $150 million secondary offering of common stock and in $400 million acquisition and related refinancing and $100 million private offering of notes
    • Represented international HVAC manufacturing company in public securities matters and in the company’s acquisition by United Technologies Corporation in cross-border tender offer (transaction value approximately $600 million)

Education

  • Vanderbilt University Law School, JD (1980)
    • Order of the Coif
    • Editor - Vanderbilt Law Review
  • Vanderbilt University, BA, Economics (1977)

Admissions

  • Tennessee

Practice Areas

The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.