Practices:

• Life Sciences and Public Health Preparedness
• Corporate
  • Corporate Counseling and Governance
  • Financing and Lending
  • Health Care
  • Mergers and Acquisitions
  • Private Equity, Hedge Funds and Venture Capital
  • Technology

Industries

• Distressed Transactions, Workouts and Bankruptcy
• Financial Services
• Life Sciences and Public Health Preparedness

Experience

David Brown has experience in a broad range of merger and acquisition, corporate finance and private equity transactions. He represents both buyers and sellers in private equity and public and private merger and acquisition transactions.

Additionally, Mr. Brown represents issuers and underwriters in connection with initial and secondary public offerings, “shelf” offerings, and Rule 144A, PIPE and other private placement transactions. Mr. Brown also advises public company clients and institutional shareholders on SEC reporting and disclosure requirements, corporate governance issues, proxy contests, and other corporate and securities matters. In addition to counseling clients with respect to matters involving the Securities Act of 1933 and the Securities Exchange Act of 1934, Mr. Brown advises broker-dealers, investment advisors and other financial institutions with respect to the Investment Advisers Act of 1940 and the Investment Company Act of 1940.

Mr. Brown is a member of the firm’s private equity fund formation practice, and frequently represents fund sponsors in the formation of private equity funds, including real estate funds, venture capital funds and hedge funds. Mr. Brown’s clients and transactions have spanned a number of industries, including real estate, utilities, technology, biotechnology, transportation and financial services.

During law school, Mr. Brown served as the associate legislation editor of the Georgia State University Law Review. He also clerked for The Honorable P. Harris Hines of the Supreme Court of Georgia and interned with the Atlanta District Office of the Securities and Exchange Commission.

Prior to law school, Mr. Brown worked as a Supervisory Review Principal with a national investment firm.

Notable Engagements

Represented US Airways Group, Inc. (NYSE:LCC) in its securities reporting and financing activities, including equity offering of approximately $150 million of common stock.

Represented Open Text Corporation (NASDAQ:OTEX / TSE:OTC) in numerous merger and acquisition transactions of private and public targets, including acquisition of Captaris, Inc. (NASDAQ: CAPA) and acquisition of Vignette Corporation (NASDAQ: VIGN).

Represented Tyco International Ltd. (NYSE:TCC) in connection with its tender offer for more than $200 million of convertible debt instruments.

Represented Osiris Therapeutics, Inc. (NASDAQ:OSIR) in numerous merger and acquisition transactions and collaboration arrangements, including sale of Osteocel Product Division to NuVasive Inc. (NASDAQ:NUV AI), and exclusive collaboration and license agreement with Genzyme Corporation (NASDAQ:GENZ).

Represented Lehman Brothers Holdings Inc. (NYSE:LEH) in numerous restructuring matters, including the restructuring of more than $40 million in mezzanine financing.

Represented Williams Realty Advisors in formation of three real estate private equity funds with aggregate commitments in excess of $500 million.

Education

• J.D./MBA, Georgia State University College of Law, cum laude, 2000
• B.A., Emory University, 1995

Admitted

• Georgia
• Florida