Michael Jay Brown

Michael Jay Brown 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.

EDUCATION:

• Boston University School of Law
• Harvard College

REPRESENTATIVE WORK:

• Counsel to dozens of technology and other companies in early stage financing rounds
• Washington counsel to USA Networks in $1.5 billion acquisition of Expedia
• Counsel to Pawn X-Change in $70 million sale to Cash America International
• Issuer’s counsel in Tribal $100 million 144A infrastructure project

PROFESSIONAL & COMMUNITY ACTIVITIES:

• Washington State Bar Association:
• Member (1979-present);
• Executive Committee and Editor of Business Law Section (1989-1996)