Michael Jay Brown

Mike practices in the areas of mergers and acquisitions, corporate finance, complex restructurings, securities law, executive employment and compensation, 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 regulatory compliance in a variety of areas, and has had extensive dealings with underwriters, investment bankers, broker-dealers, venture capital and 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 provides 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 M&A transactions in a wide variety of industries, including: information technology, Internet and software, fintech, crypto and blockchain, biotech, medical device, alternative and nuclear energy and other technologies; medical practices (including consolidations); aerospace and avionics; manufacturing; distribution; real estate; retail; transportation; service providers; seafood and fishing; gaming (including casino finance); media and entertainment (including online games and other media products); food, alcohol and restaurants; construction; pulp and paper; franchising; financial institutions; financial service providers, including RIAs 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 Experience

• Counsel to many dozens of technology and other companies in financing rounds ranging from $1 million to $250 million (convertible note, seed, Series A and later rounds, and institutional financings and loans)
• M&A counsel (usually sell-side) in dozens of middle market transactions (typically $20 million to $150 million+) including among others:
  • Digital transformation companies;
  • Software and crypto companies;
  • Medical practice groups;
  • Medical forensics company;
  • Medical device companies;
  • Chain of stores with approximately 40 locations;
  • Manufacturers (foods, plastics and others);
  • Financial service providers and RIAs;
  • Accounting firms;
  • Private lenders and funds;
  • Sports associations;
  • Outdoor companies; and
  • Clothing companies.
• 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
• Ongoing representation of high net worth individuals in acquisitions, investments, liability issues, and employment/compensation packages

Speaking Engagements (Continuing Legal Education lecturer)

Lectures include:

• “Life Cycle of Emerging Growth Companies: Planning, Practicalities and Pitfalls”
• “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”