Gary M. Brown
Corporate Department Chair, Baker, Donelson, Bearman, Caldwell & Berkowitz P.C.
Gary M. Brown is the Chair of the Corporate Department (which includes securities and mergers and acquisitions) of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., a 400 person law firm with offices in ten cities, including Washington, D.C. Mr. Brown's practice centers on advising public companies and their officers and directors on corporate governance, securities and other compliance issues.
Since 1994, Mr. Brown has taught corporate and securities law at the Vanderbilt University School of Law and has been a frequent instructor at securities programmes for the Practicing Law Institute. He also frequently speaks and writes on areas including corporate governance and the reporting and disclosure obligations of public companies. He currently is serving as a member of the American Bar Association Task Force on Director and Officer Liability. Since 1994, Mr. Brown has been listed in Best Lawyers in America.
During 2002, Mr. Brown served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp. While serving in the Senate, 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. In his role as Special Counsel, Mr. Brown:
- Participated in PSI's report "The Role of the Board of Directors in Enron's Collapse"
- Led the Republican portion of the investigation leading to and the preparation of the Committee's bipartisan report "Financial Oversight of Enron: The SEC and Private Sector Watchdogs"
- Led the Republican portion of the investigation leading to and testified in PSI's hearings "The Role of the Financial Institutions in Enron's Collapse"
- Led the Republican portion of the investigation leading to the Committee's hearing "Asleep at the Switch: FERC's Oversight of Enron Corporation"
- Led the Republican portion of the investigation leading to and the preparation of the Committee's report "Enron's Credit Rating: Enron's Bankers' Contacts With Moody's and Government Officials"
In addition to his testimony before Congress, Mr. Brown has appeared on National Public Radio and CNBC, and is frequently quoted in national and regional publications on securities and corporate matters. In September 2004, he presented a paper, The Implications of the U.S. Sarbanes-Oxley Act, to an international corporate governance symposium in Berlin co-sponsored by the Japanese-German Center Berlin and the Max Planck Institute For Foreign Private and Private International Law.
Mr. Brown's recent publications include:
- "Ethics: It's Not Just For Lawyers Anymore," The Corporate Compliance and Regulatory Newsletter (Vol. 2, No. 8, April 2005)
- "Resisting Temptation - New Sentencing Guidelines Prod Companies to Take Ethics More Seriously," Legal Times (November 15, 2004)
- "Senate Investigator to Enron's Lawyers: It's Not Over," Corporate Board Member, Special Legal Issue - Summer 2003
- "So Much Fraud, So Little Time - Senate Enron Investigation Bears (Possibly Bitter) Fruit," Vanderbilt Lawyer, Spring 2003
- Investigating Enron: Life After Enron and Sarbanes-Oxley (Sometimes History is Our Best Teacher)," Owen @ Vanderbilt, Summer 2003
- "Exemptions Under the Securities Act of 1933," Understanding the Securities Laws (Practicing Law Institute 2002-2005)
- "Exchange Act Registration and Reporting: What A Public Company Should Know," Nuts and Bolts of Securities Law (Practicing Law Institute 1995 - 2005)
- "Securities Law Implications of Mergers and Acquisitions," Nuts and Bolts of Securities Law (Practicing Law Institute 2000 - 2002)
Mr. Brown received both his undergraduate and law degrees from Vanderbilt University, where he graduated Order of the Coif in 1980.
