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David R. Brown



David Brown is the managing partner of the Chicago office, and concentrates his practice on securities, mergers and acquisitions, private equity, venture capital and general business counseling. He works with a diverse group of domestic and foreign clients, ranging from startups to middle-market enterprises and large public companies, often with a technology, big data or renewable energy focus.

What do you focus on?

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.

What do you see on the horizon?

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.

Representative Experience

Corporate

  • Service as outside general counsel to middle-market companies, including acting as U.S. counsel for a number of European 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

Presentations

  • “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

Law360 names attys who moved up the firm ranks in Q1

Law360 | April 28, 2017

This article mentions recent leadership promotions at the firm including David Brown, Jared Lusk, Jim Vallee, Graham Beck, Kathleen Ceglarski Burns, Emily Crandall Harlan, Daniel Gibbons, Linda Huber, Ilana Kameros, Haydon Keitner, Darren Miller, Neal Pandozzi, Edward Puerta, Stephen Reil, and Elizabeth Young.

Volhard returns to Debevoise

Private Equity Manager | March 05, 2017

This roundup of recent executive moves features the appointment of Chicago public company transactions partner David Brown to managing partner of the Chicago office.

Nixon Peabody tabs new leader for Chicago firm

Chicago Daily Law Bulletin | February 14, 2017

This article features the appointment of Chicago public company transactions partner David Brown to managing partner of the Chicago office.  The story highlights David’s thoughts on this new leadership role and his vision to connect Chicago with the firm’s offices around the world.

Lawyers' Forum: Midwest Boosts Renewable Energy Tech

Chicago Daily Law Bulletin | April 28, 2015

Chicago Madison Public Company Transactions partner Dave Brown authored this column discussing renewable energy technologies which have reshaped the Midwestern energy market in recent years. Click here to read the full article.

Experts discuss raising capital through crowdfunding

Chicago Daily Herald | March 02, 2015

Chicago Madison Public Company Transactions partner David Brown is featured in this article discussing crowdfunding in commercial real estate.

Contact

David R. Brown

Partner
Office Managing Partner, Chicago

Chicago

Phone: 312-977-4426


Fax: 844-556-0734

Chicago-Kent College of Law, J.D., with honors; Lowell J. Thomas Academic Scholarship; Dean's List; CALI Excellence for the Future Awards (Advanced Research and Conflict of Laws); International Moot Court Honor Society

University of Illinois at Urbana-Champaign, B.A., Deans List

Illinois

French

  • AV Preeminent® Peer Review Rating™ from Martindale Hubbell®
  • Co-Chairman, Chicago Bar Association Subcommittee on Mergers & Acquisitions 2008-2010
  • Co-Chairman, Chicago Bar Association Subcommittee on Entrepreneurial and Start-Up Ventures 2007-2008
  • Section Council, Corporation and Securities Law Section, Illinois State Bar Association 2007-2008
  • Association for Corporate Growth (ACG)
  • Illinois Technology Association (ITA)
  • The Arthritis Foundation of Greater Chicago
  • Chicago Council on Global Affairs
  • Executive Board Member and 2013-15 Program Chair, MIT Enterprise Forum of Chicago
  • Keep America Beautiful

David has had the privilege of providing pro bono legal services to several nonprofit organizations.

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