Michael Jay Brown

Michael Jay Brown

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Mike practices in the areas of securities law, corporate finance, mergers and acquisitions, project finance, officer and director liability, internal investigations, intellectual property licensing, high net worth individual representation and general corporate and commercial law.

Mike has represented issuers in scores of private and public offerings of both equity and debt, including angel, seed, venture and institutional investments. He has extensive experience in business combinations and financings of all types and sizes, from less than $1 million to over $1 billion. He has counseled companies in ongoing ’34 Act reporting, 144A financings and regulatory compliance in a variety of areas, and has had extensive dealings with underwriters, investment bankers, broker-dealers, venture capital funds, private equity firms and other institutional investors and service providers. In addition, he has served as general corporate counsel to a wide range of companies, and has advised boards of directors, special committees, directors and officers on particular legal challenges.

He has advised individual officers and directors in mediation, litigation and negotiation in connection with class action securities suits and derivative claims, and given general advice about liability avoidance. He has further advised many executives on executive employment agreements and options and benefits packages, as well as their rights upon termination or departure.

Mike has worked on financings and transactions in a wide variety of industries, including: real estate; information technology, Internet and software, biotech, medical device, alternative and nuclear energy and other technologies; aerospace and avionics; manufacturing; distribution; retail; transportation; service providers; seafood and fishing; gaming (including casino finance); media and entertainment (including online games and other media products); food and restaurants; construction; pulp and paper; franchising; financial institutions; financial service providers and broker/dealers; leasing; travel; and other industries.

Mike has worked on many matters involving foreign components, and deals with lawyers from Canada, Mexico, Australia, and various countries in Europe, South America, Asia, and the Middle East. He speaks or has studied Spanish, Italian, French, German, Persian and Hebrew.

Representative Work
  • Counsel to dozens of technology and other companies in early stage financing rounds
  • Counsel to Pawn X-Change in $70 million sale to Cash America International
  • Washington counsel to USA Networks in $1.5 billion acquisition of Expedia
  • Issuer’s counsel in Tribal $100 million 144A infrastructure project
  • Project finance counsel in $110 million de-inking facility
  • Conducted internal investigation as counsel to Audit Committee/QLCC (Qualified Legal Compliance Committee) of public company following allegations of insider trading and other misdeeds
  • Counsel to underwriters in Marchex IPO
  • Counsel to Name Development Ltd. in $164 million sale of intellectual property assets
  • Counsel to buying group in $300+ million acquisition of American Seafoods
  • Counsel to former President and Chairman of large public company in series of mediations, class actions and derivative litigation
  • Counsel to Canadian issuer in total $175 million 144A high yield corporate bond offering and subsequent exchange offer and registration
  • Counsel to high net worth individuals in acquisitions, investments, liability issues and employment matters
Professional & Community Activities
  • Washington State Bar Association: Member (1979-present); Executive Committee and Editor of Business Law Section (1989-1996)
Speaking Engagements

Frequent CLE lecturer. Recent lectures include:

  • “Crowdfunding and Early Stage Financing: Securities and Finance Aspects”
  • “Ethics Issues for Securities Lawyers”
  • “Preparing a Company for Sale”
  • “Financing in Transitional Times: Selected Issues in Capital Acquisition and M&A”
  • “Biblical Ethical Principles and Modern Jurisprudence”
  • “Asset Protection and Officer and Director Liability”
  • “Doing Business with an Industry Giant: Legal Issue Spotting”
  • “Early Stage Financing in Renewables and Energy Efficiency”
  • “Overview of Issues in Early Stage Financings”
  • “Valuation in an M&A Context”

Background

Mike lives on Mercer Island with his wife and those of their four kids who haven’t flown the coop for parts east. He can be found in the mountains most Sundays year-round, hiking, snowshoeing or (especially) fly fishing. Having done various martial arts for over 40 years, he is up for a 3rd degree black belt in Shudokan Karate. Mike is an accomplished violinist (listen: Johann Sebastian Bach’s “Air on a G String,” performed at his daughter’s wedding in late 2016), and has performed in Carnegie Hall and Philharmonic Hall (now Avery Fisher Hall) in New York. He remains interested in epic poetry in arcane or dead languages.

Marine Corps Scholarship Foundation
Mike is grateful for the sacrifices of the men and women of our armed forces, and for Ryan Swanson’s tremendous support of Mike’s role as Team Leader, Washington Campaign, of the Marine Corps Scholarship Foundation. Please consider contributing to honor Marines by educating their children: https://www.mcsf.org/.