Bryan Brown is a partner in the corporate section of Porter & Hedges. He represents and advises clients in merger and acquisition transactions and securities/capital market transactions, including private equity and venture capital investments, initial public offerings, public equity and debt offerings and private placements. His practice also includes providing advice on compliance with the Sarbanes-Oxley Act of 2002, corporate governance and general corporate advice, including advice with respect to periodic reporting and other disclosure obligations under the Securities Exchange Act of 1934.

Mr. Brown has represented public and start-up companies in various industries including biotechnology, e-commerce, telecommunications, oil field service and oil and gas exploration and production. He has represented clients listed on the New York Stock Exchange, American Stock Exchange, and NASDAQ Securities Market, Inc.

Prior to joining Porter & Hedges in 1998, Mr. Brown was a staff lawyer/examiner in the Division of Corporate Finance at the U.S. Securities and Exchange Commission for three years. From 1993 to 1995, he was Corporate and Finance Counsel of McDermott International, Inc.

Mr. Brown was named a Texas Super Lawyer and Texas Rising Star by Texas Monthly in 2004.

Representative Experience

Capital Market Transactions

• Represented an international oilfield service company in a cash tender offer for convertible senior debentures.
• Represented a diversified manufacturing company in a Modified Dutch Auction tender offer for senior secured notes.
• Represented an oilfield service company in a $150 million Rule 144A offering of convertible notes.
• Represented an international energy services company in a $175 million Rule 144A offering of notes.
• Represented an international energy services company in a $150 million Rule 144A unit offering of notes and warrants.
• Represented a biotechnology company in a $58 million underwritten offering of common stock.
• Represented a telecommunications company in a $70 million underwritten offering of units.
• Represented an oil field services company in a $51 million underwritten offering of common stock.
• Represented an oil and gas exploration and production company in a $20 million private placement of common stock.

Mergers and Acquisitions

• Representation of TODCO in merger transaction with Hercules Offshore, Inc.
• Representation of Marine Drilling Companies, Inc., in merger transaction with Pride International, Inc.
• Representation of Midcoast Energy Resources, Inc., in merger transaction with Enbridge Inc.
• Representation of Blue Dolphin Energy Company in the acquisition of American Resources Offshore.
• Representation of Johnson Engineering Corporation in its acquisition by SpaceHab Incorporated.
• Representation of private buyer in the acquisition of Olshan Demolishing Corporation.

Professional / Civic Affiliations

• Martindale Hubbell AV Rated Attorney
• Co-Chair, American Bar Association Committee on Business Law Fellows, Ambassadors and Diplomats (2008)
• Ambassador, American Bar Association Section of Business Law Ambassadors Program (2005-2007)
• Member of the Texas State Securities Board and Chairman of the Audit Committee
• Member of Houston Young Lawyers Association
• Houston Lawyers Association
• Texas Bar Association
• American Bar Association
• National Bar Association
• American Society of Corporate Secretaries & Governance Professionals
• Association of SEC Alumni

News

• Bryan Brown named to Diversity MBA Magazine's "Top 100 Under 50 Diverse Executive Leaders" List (5/19/2008)
• Grey Wolf, Inc. and Basic Energy Services, Inc. Agree to Combine in “Merger of Equals” Transaction (4/21/2008)
• Recent Porter & Hedges Leadership Appointments (4/27/2006)
• Recent Publications by Porter & Hedges' Lawyers (4/1/2006)
• Ten Porter & Hedges' Lawyers Named Rising Stars in 2004 Survey (7/1/2004)
• Porter & Hedges' Partner Appointed to State Securities Board (6/2/2003)

Publications

• New Rules Would Make Firms Reveal Full Compensation to Top Execs (2/6/2006)
• "Meet Bryan Brown," Texas Monthly Texas Rising Stars Special Supplement (7/1/2004)
• Think Sarbanes-Oxley Doesn't Apply To Private Firms? Think Again (12/9/2002)
• New Focus On Quality Of Companies' Financial Reports (4/29/2002)

Articles

• New Rules Would Make Firms Reveal Full Compensation of Execs (2/9/2006)
• SEC and SOX: A New Look at Compliance Costs (2/4/2005)
• "Meet Bryan Brown," Texas Monthly Texas Rising Stars Special Supplement (7/1/2004)
• Enron Saga Sheds Light On Disclosure Requirements (2/1/2002)

Events

• ABA CLE Teleconference " M&A Negotiation Trends Involving Public Targets: Insights from the 2007 Deal Points Studies on Public Targets, Including Public Target LBOs" (2/12/2008)
• Panelist, "Hot Topics in Securities Laws," Committee on Federal Regulation of Securities, ABA Section of Business Law Spring Meeting, Washington, DC (3/16/2007)
• "Key Issues Related to the Sarbanes-Oxley Act—Corporate Governance and Internal Controls: What Sarbanes-Oxley Means for Business," National Business Institute (11/29/2005)
• Moderator, "The Aftermath of Sarbanes-Oxley—What Does It Mean For Public & Private Companies?” National Association of Securities Professionals 16th Annual Pension and Financial Services Conference (6/8/2005)
• “Management’s Discussion and Analysis—Selected Disclosure Issues,” SEC Hot Topics Institute Spring 2005 (5/17/2005)
• "Document/Record Retention Policies In The Post-Sarbanes Oxley Era," Document Retention and Destruction in Texas, Lorman Education Seminar (8/24/2004)
• Panelist, “Demystifying the Sarbanes-Oxley Act for the Investor Relations Professional,” “Rising Above the Sea of New Regulation,” National Investor Relations Institute Southwest Regional Conference, Houston (10/1/2003)
• "Insider Trading and Corporate Disclosure Requirements," Corporate, Partnership and Business Law Seminar, University of Houston Law Foundation, Houston, Texas (1/1/2000)