Bryan draws on his experience with the SEC to interpret the complexities of federal securities laws and regulations and guide strategic corporate finance transactions.

Overview

An experienced corporate and securities attorney, Bryan relies on his extensive background with the Securities and Exchange Commission (SEC) to help clients navigate federal securities laws applicable to public companies with respect to reporting obligations and capital-raising transactions. Clients rely on Bryan’s substantial understanding of the rules and requirements governing reporting for public companies, public and private offerings of equity and debt securities, and mergers and acquisitions transactions.

Bryan’s practice is focused on providing guidance to public companies on securities registration, disclosure and related provisions of the federal securities laws and SEC rules and regulations.  Bryan’s prior experience as a member of the SEC Staff in the Division of Corporation Finance’s Disclosure Operations Group, Office of Mergers and Acquisitions and  Shareholder Proposal Task Force further informs his counsel on disclosure matters and other issues arising in business combinations and change-of-control transactions, such as mergers, acquisitions, proxy contests, exchange offers, tender offers, Rule 13e-3, or “going private” transactions and beneficial ownership reporting under the Williams Act.

Experience

Represented G&K Services, Inc. (NASDAQ: GK) in its $2.2 billion merger with Cintas Corporation (NASDAQ: CTAS)

Represented Two Harbors Investment Corp. (NYSE: TWO) in connection with over $3 billion in securities transactions including:

  • Over $1 billion in public offerings of preferred stock and convertible debt
  • Contribution of $1.8 billion portfolio of commercial real estate loans and concurrent $195 million IPO of TWO's subsidiary, Granite Point Mortgage Trust Inc. (NYSE: GPMT).

Represented Granite Point Mortgage Trust Inc. (NYSE: GPMT) in connection with over $400 million in securities transactions including offerings of common stock and convertible debt.

News & Insights

Speaking Engagements

"Corporate Law and Governance," Stinson Business Law Update 2018, Minneapolis, March 30, 2018

"Shareholder Proposal and No Action Letter Review," Stinson Directors' Institute and 2018 Proxy Season Workshop, Kansas City, December 7, 2017

"Securities Law Update: Developments in Crowdfunding," Stinson Business Law Update 2017, Kansas City, March 2, 2017

"Navigating the SEC Regulatory Maze - Current Issues of Importance to Board Members and Core Counsel," Minnesota Association for Corporate Counsel (ACC), February 23, 2017

"Governance Developments Affecting the Nominating & Governance Committee," 2016 Director's Institute & 2017 Proxy Season Workshop, November 17, 2016

Panel Speaker: Conference on Federal Liability and the Pharmaceutical Industry, Lowell Milken Institute for Business Law and Policy at UCLA School of Law, September 10, 2015.

Publications

“Expert Analysis: Considerations For The 2019 Proxy Season” Law 360, September 2018

"Planning For 2018 Proxy Season: Some Considerations," Law 360, September 2017

"The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result Toward Activist Investors?" Stinson Alert, November 2016

"Increased Focus on Enforcement of Whistleblower Rules by Federal Regulators," Stinson Alert, November 2016

"Universal Proxy: Not Exactly 'Shareholder Democracy,'" Law 360, October 2016

Bryan regularly contributes to the firm’s highly respected Dodd-Frank securities law blog, which attracts readers from across the U.S. and around the world. His articles focus on securities law matters impacted by evolving federal securities laws and regulations and the related rules promulgated by the SEC.

Admissions

  • Minnesota, 2016 
  • Massachusetts, 2006

Education

American University, Washington College of Law, J.D., 2006

Tufts University, B.A., 2003

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