Gary M. Brown, shareholder in the Nashville office, is the former head of Baker Donelson's Business Department. Mr. Brown has counseled boards of directors of companies listed on the New York Stock Exchange, American Stock Exchange, Toronto Stock Exchange and NASDAQ. He has extensive experience in SEC and stock exchange regulatory compliance and corporate governance, as well as accounting, corporate investigation, public disclosure and investor relations issues. Mr. Brown's experience also includes complex mergers and acquisitions (both domestic and international) and other public transactions. He has particular interest in and experience with manufacturing, retailing, franchising and the restaurant industry. During 2002, Mr. Brown served as Special Counsel (Minority) to the United States Senate's Committee on Governmental Affairs (and also worked with the Committee's Permanent Subcommittee on Investigations) in the investigation into the causes of the collapse of Enron Corp. While serving in the Senate, he also provided advice on aspects of the Sarbanes-Oxley Act of 2002 while the Senate debated the legislation. In addition to his testimony before Congress, Mr. Brown has appeared on National Public Radio, CNBC and is frequently quoted in national and regional publications on corporate, securities and corporate governance matters. He also has lectured widely on these topics as well as Sarbanes-Oxley compliance.

Publications & Speaking Engagements

• "Ethics and Corporate Responsibility After Enron and Sarbanes-Oxley," Ethics Officer Association, Washington, D.C., Winter 2005
• "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
• "Reporting and Disclosure Under the Securities Exchange Act of 1934," Securities Law Update – 2004 (Practising Law Institute 2004)
• "Exemptions Under the Securities Act of 1933," Understanding the Securities Laws (Practising Law Institute 2002-2004)
• "Exchange Act Registration and Reporting: What a Public Company Should Know," Nuts and Bolts of Securities Law (Practising Law Institute 1995-2003)
• "Securities Law Implications of Mergers and Acquisitions," Nuts and Bolts of Securities Law (Practising Law Institute 2000-2002)

Professional Honors & Activities

• Listed in Chambers USA: America's Leading Business Lawyers as a leading corporate/mergers & acquisitions lawyer in Tennessee
• General Counsel – Ethics Officer Association (2005)
• Former Special Counsel – U.S. Senate Committee on Governmental Affairs (Enron Investigation, 2002)
• Listed in The Best Lawyers in America® since 1995; Corporate Governance and Compliance Law, Corporate Law, Franchise Law, Securities Law, and Mergers and Acquisitions Law
• Named to Business Tennessee magazine's "150 Best Lawyers" in the area of securities law since 2007
• Listed in "The Best of the Bar," Nashville Business Journal (2006)
• Listed in Mid-South Super Lawyers since 2006; named among top 100 attorneys in Tennessee since 2007
• Adjunct Professor of Law – Vanderbilt University School of Law (1994 - Present) - teach corporate and securities law and corporate governance
• Member – American (Business Law Section and Forum on Franchising), Tennessee and Nashville Bar Associations
• Fellow – Nashville Bar Foundation
• Vanderbilt University Law School – Alumni Board Member (1994-2000)
• Chairman – Metropolitan Nashville Beer Permit Board (1995-Present)
• Board of Directors – Middle Tennessee Council of the Boy Scouts of America
• Served as a member of or advisor to multiple charitable boards and foundations

Admissions

• Tennessee, 1980

Education

• Vanderbilt University School of Law, J.D., 1980, Order of the Coif (Special Projects Editor – Vanderbilt Law Review)
• Vanderbilt University, B.A., 1977, magna cum laude