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Securities Filings 2013: Practical Guidance in a Changing Environment

 
Author(s): Steven V. Bernard, Gary M. Brown
Practice Area: Corporate & Securities
Published: Sep 2013
PLI Item #: 42582
CHB Spine #: B2049

GARY M. BROWN is the Chief Executive Officer of CMG Life Services Inc. in Naples, Florida, which he joined after a 31-year legal career that centered on advising public companies and their officers and directors on corporate governance, securities, and other compliance issues. While in private law practice, he was recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers.  In addition, from 1994 until joining CMG in 2011, Gary taught corporate and securities law at the Vanderbilt University Law School.  Prior to joining CMG, he also served as general counsel to the Ethics and Compliance Officer Association, at the time the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers, a program started in 2015 by The SEC Institute, a division of PLI.  He also is the author of PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: “PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules,” (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp.  In that role, he also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”) and provided advice on aspects of the Sarbanes-Oxley Act while the legislation was being debated in the Senate.  As part of the investigation, he provided testimony before the Subcommittee on the activities of major U.S. investment banks that assisted Enron in the manipulation of its financial statements.  During August 2006, in a Senate investigation of abusive tax shelters, he provided testimony before PSI on how various structures employed in offshore and other tax devices were employed to circumvent compliance with U.S. federal securities laws.  During 2010, he was retained by PSI to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While in that role, he also provided advice on aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act while the legislation was being debated in the Senate.

Gary received both his undergraduate and law degrees from Vanderbilt University, where he graduated Order of the Coif in 1980.

Gary and his wife, Lou Ann, have two adult children, ages 29 and 26.


Steve Bernard is a partner at Wilson Sonsini Goodrich & Rosati, where he specializes in representing U.S. and non-U.S. companies in domestic and cross- border public offerings, mergers and acquisitions, and SEC compliance. Steve has extensive experience in cross-border corporate transactions, including the initial public offering of Trintech Group Plc, which was the first simultaneous dual- listing of American Depositary Shares on Nasdaq and the Neuer Markt, the acquisition  of Applied Learning Limited, an Australian Stock Exchange-listed company, through a scheme of arrangement, the $1.6 billion sponsored global secondary offering of American Depositary Shares by Infosys Technologies Limited,           the public-to-private transaction for Transware Limited, and the structuring        and implementation of Logitech International's Global Share Program. His  practice includes all aspects of public and private company representation, including private financings and corporate governance. He also has represented underwriters in numerous public offerings and investors in venture capital financings.

Prior to joining Wilson Sonsini Goodrich & Rosati, Steve practiced law with Fried, Frank, Harris, Shriver & Jacobson in New York.

SELECT PUBLIC COMPANY CLIENTS:

  • CSR plc
  • Infosys Technologies Limited
  • Logitech International S.A.
  • Mesoblast Limited
  • SolarCity Corporation
  • Spirent Communications plc
  • Xenon Pharmaceuticals Inc.
  • Xero Ltd.

SELECT TRANSACTIONS:

  • BofA Merrill Lynch in the IPO of Taiwan-based SemiLEDs Corporation
  • Barclays Capital in the IPO of Ellie Mae, Inc.
  • Business Objects, S.A. in its acquisition of Acta Technology, Inc.
  • CSR plc in its listing of its ADRs on Nasdaq and global self-tender
  • Dubai Silicon Oasis Authority, an agency of the Dubai government, in its development and services agreements with U.S. semiconductor companies
  • Logitech International S.A. in its acquisition of LifeSize Communications, Inc.
  • Morgan Stanley in the IPO of AVG Technologies N.V.
  • Sirenza Microdevices, Inc. in its merger with RF Micro Devices, Inc. SolarCity Corporation in its IPO
  • Trintech Group plc in its sale to Spectrum Equity Investors Xenon Pharmaceuticals in its IPO

EDUCATION:

J.D., New York University School of Law, 1991 B.A.,

Foreign Affairs, University of Virginia, 1988

HONORS:

  • Named in Northern California Super Lawyers in 2009, 2010, 2013, and 2014

ASSOCIATIONS AND MEMBERSHIPS:

  • Chair, Securities Filing Program, Practising Law Institute Lecturer, Practising Law Institute

SELECT PUBLICATIONS:

  • "Trading Activities in Connection with Distributions: Regulation M," Practising Law Institute, 2012
  • "Quarterly Reports on Form 10-Q," Practising Law Institute, 2014
  • "Preparation of the Annual Report on Form 10-K," Practising Law Institute, 2014
  • "Interim Reports on Form 8-K," Practising Law Institute, 2014
  • "Risk Factors Disclosure and the Private Securities Litigation Reform Act," Practising Law Institute, 2012
  • "Registration Statements under the Securities Exchange Act of 1934: Form 10 and Form 8-A," Practising Law Institute, 2014
  • "Third-Party Legal Opinions in Acquisitions of Privately Held Companies," Practising Law Institute, 2008
  • "Resales of Securities under Rule 144 and Rule 144A," Practising Law Institute, 2008

SELECT RECENT SPEAKING ENGAGEMENTS:

  • Guest Speaker, "Private Company Exits: M&A vs. IPO," UC Berkeley School of Law, 2014
  • Keynote Speaker, "US IPOs by Non-US Companies," London, May 2011
  • Speaker, "The Future Role and Form of Disclosure Documents - The US Perspective," Amsterdam, May 2011
  • Panel Speaker, "Balancing Strategic with Financial Objectives in Corporate Venture Investments," London, May 2011

ADMISSIONS:

  • State Bar of California
  • State Bar of New York