Abby E. Brown

Mergers and Acquisitions

Generally

• Advising a Fortune 500 distributor of exterior building products in half a dozen acquisitions of varying sizes.
• Representing a public biopharmaceutical company in the acquisition of a skincare product company, doubling the company’s top-line revenue.
• Representing a global specialty minerals company in its acquisition of a leading manufacturer and supplier of premium branded and private-label bentonite-based products.
• Representing a UK media company in its US asset acquisition of certain branded publications, databases, conferences, online information services and resource directories.
• Advising Steritech Group, Inc. on its US$425 million all-cash acquisition by UK public company Rentokil Initial plc.
• Representing chemical company Ashland Inc. in its US$3.3 billion acquisition of Hercules Incorporated.
• Advising a Virginia-based pharmaceutical company in its sale to a UK pharmaceutical company.
• Representing the nation’s largest Verizon-exclusive cellular specialist on multiple acquisitions across the country.
• Advising a California-based healthcare company in its asset purchase of a northern Virginia-based healthcare entity.
• Representing a public technology company in eight private company acquisitions ranging from US$11 million to US$120 million over a two-year time frame

Government Contracting

• Representing a mid-market private equity firm in its majority acquisition of a government contractor that designs, develops, manufactures, integrates, and delivers communication technologies.
• Representing the management team of a government contractor in the negotiation of its future equity program with its private equity investors in connection with the sale of the company’s for-profit subsidiary.
• Representing Acumen Solutions, a leading professional services firm headquartered in McLean, VA, in its sale to Salesforce.
• Representing a Japanese company in its acquisition of a Virginia-based government contractor.
• Advising a Washington DC-based US public company in its US$295 million acquisition of a private equity-owned integrated marketing technology and digital services provider.

Financial Services

• Advising Sterling Bancorp in various acquisitions, including Astoria Financial Corp. for US$2.2 billion, and, ultimately, its 2022 sale to Webster Financial Corp. in a transaction valued at US$10.3 billion.
• Representing a regional bank in its US$5.4 billion purchase of another regional bank.
• Representing a US$2.0 billion stock savings bank in forming a no-stock mutual holding company and stock holding company.

Capital Markets

Generally

• Advising a public biopharmaceutical company in a series of private placements of common stock and warrants to both US and international investors, various public offerings of common stock and warrants, conducting an at-the-market offering and a reverse stock split.
• Representing various startup entities in formation and initial funding rounds.

Government Contracting

• Advising a private equity investment fund in its formation of investment vehicles and subsequent minority investments in various Washington DC-based government contracting firms.
• Advising a Washington DC-based public government contractor in each of its warrant retirement program, a series of acquisitions, and its ultimate tender offer and US$75 million sale to a private strategic buyer.

Financial Services

• Advising public company Sterling Bancorp in various common stock and subordinated note offerings and bank subordinated note offerings.
• Representing the US Department of the Treasury in connection with its TARP Capital Purchase Program and in making several hundred investments in US financial institutions over a two-year period.

Corporate Governance

• Presenting in relation to, and working with, boards of directors and inhouse counsel on governance matters such as the implementation of new legal or compliance requirements and fiduciary duty obligations, particularly in the context of material mergers and acquisitions or the sale of the company.
• Representing each of the company, board special committee, and management in company sale contexts.
• Assisting in stockholder dialogue and engagement.
• Assisting in the creation of new committees for boards of directors such as technology and ESG.
• Providing guidance in relation to corporate responsibility/ESG reports, as well as processes and disclosure of same.
• Conducting peer reviews, market assessments and best governance recommendations for company policies, board committee charters and other governance documentation and how they interplay with one another.
• Conducting annual evaluations and interviews of boards of directors and their committees, and presenting assessment feedback, particularly in challenging refresh situations or post material acquisitions impacting board composition and/or company strategy.
• Conducting external audits and reviews of company ethics programs and processes, including government contractors with heightened requirements, and formal reporting, assessments and improvement recommendations to the appropriate board and/or committee.
• Creating policy review schedules and processes at the direction of boards of directors, including for financial services clients with heightened policy requirements.
• Conducting external audits and reviews of the company third-party due diligence programs, including government contractors with heightened requirements, and formal reporting, assessment and improvement recommendations to the appropriate board and/or committee.
• Leading new director and new executive officer trainings in relation to policy and legal obligations.
• Reviewing and providing recommendations in relation to internal governance processes and structure, such as delegation of authority policies and matrices.