Robert C. Brighton Jr.,  Partner

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• Ft. Lauderdale Office

200 East Broward Boulevard
Suite 1500
Ft. Lauderdale, FL 33301

TEL: 954-527-2473
FAX: 954-333-4073

Mr. Brighton’s practice has included a variety of capital market transactions representing U.S. and international issuers, as well as underwriters and placement agents. These transactions have ranged from initial public offerings by emerging companies to offerings of sophisticated financial products by Fortune 500 corporations. His merger & acquisition experience is similarly varied. Mr. Brighton has represented buyers, sellers and investment bankers in connection with asset purchases and sales relating to small closely-held corporations and tender offers for publicly-traded Fortune 500 corporations involved in a variety of service, commercial and manufacturing industries, including regulated industries.

With more than 25 years of corporate legal experience in the areas of securities law and mergers & acquisitions, Mr. Brighton heads the firm’s Securities Law Practice Group.

Mr. Brighton has assisted public companies in corporate governance matters, the filing of periodic reports and proxy statements, as well as other public company compliance matters, including informal and formal investigations by the Securities and Exchange Commission and related internal corporate investigations. He has advised broker-dealers, investment companies, investment advisers, insurers, banks and other financial service companies with respect to formation, regulatory and transactional issues. His clients have also included venture capital and private equity firms, and investment and commercial banks, in addition to public and private companies in various industries, including high technology, telecommunications, media and information, health services, oil and gas, mining, public utilities, retail and real estate.

Mr. Brighton has extensive experience in the insurance industry and has served as counsel to state insurance commissions, insolvent insurers, and insurance company creditors and investors in connection with insurance company insolvencies. His experience includes representation of insurance companies and insurance brokers in acquisition and financing transactions, as well as captive insurers and their sponsors in the formation and capitalization of captive insurers.

Mr. Brighton represents borrowers and lenders in credit transactions ranging from acquisition financing to asset-based loans and credit facilities. His proficiency also includes the project finance and securitization areas, as well as business reorganizations.

Mr. Brighton frequently writes and speaks on topics in the corporate and securities law areas, and he has served as a competition judge on securities law topics for the Kauffman National Moot Court competition. Mr. Brighton taught Lawyers Skills and Values -- transactional as an adjunct professor of law at Nova Southeastern University’s Shepard Broad Law School.

At Vanderbilt, Mr. Brighton served as an Associate Articles Editor of the Law Review and was cited for his outstanding contributions while a member of the staff.

Capital Markets Transactions

• U.S. and international investment fund offerings (including distressed assets, hedge, venture capital, private equity and LBO funds).
• U.S. and international public and private offerings of debt and equity securities, including Rule 144A and Regulation S offerings.
• Initial public offerings of securities.
• Venture capital investments in start-up companies.
• Private equity investments in public and private companies.
• Swaps, repurchase agreements and other derivative securities transactions, including drafting of master agreements and advice regarding regulation and disclosure.
• Offerings of collateralized mortgage obligations and other collateralized securities.
• Offerings of structured debt products and hybrid instruments.
• Commercial paper programs.
• Medium term note programs.
• PIPE (private investment in public equity) offerings.
• SPAC (special purpose acquisition company) offerings.

M & A Transactions

• Corporate reorganizations, including divestitures of subsidiaries and divisions.
• Acquisitions and dispositions of distressed and bankrupt public and private companies.
• Acquisitions and dispositions of portfolio companies of venture capital and private equity firms.
• Management Buy Outs (MBOs), including ESOP transactions.
• Acquisitions and dispositions of publicly-traded companies, on both a negotiated and hostile basis, representing both financial and strategic parties, including companies having significant overseas assets.
• Acquisitions and dispositions of privately-owned companies, including subsidiaries and divisions of publicly-held companies.
• Joint ventures and other strategic alliances.
• Roll-ups of companies in fragmented industries.
• Reverse mergers between private companies and public shells, including SPAC transactions.

Securities

• Periodic reporting and other disclosure obligations applicable to public companies and their insiders.
• U.S. securities law considerations relating to acquisitions and sales, including accounting issues.
• Investment company regulation.
• Investment adviser regulation.
• Broker-dealer regulation.
• State securities ("blue sky") and takeover laws.
• Internal investigations and investigations by the SEC, FINRA and state securities commissions of public companies, brokers, investment advisers and individuals.
• Foreign Corrupt Practices Act investigations.

General Corporate

• Financial transactions, including negotiation of acquisition financing and working capital lines of credit with and on behalf of commercial banks and other financial institutions.
• Commercial transactions, including negotiation of manufacturing and distribution agreements, and equipment leasing and international trade transactions.
• Corporate governance considerations, including those applicable to "close" corporations.
• Fiduciary obligations of officers, directors and "control" persons.
• Employment and consulting agreements, including sophisticated executive compensation arrangements.

Practice Areas

• Start-up companies, including those engaged in telecom, technology and internet commerce areas
• Insurance company transactions, including formation of on- and offshore insurers, financings, acquisitions and insolvencies.
• Bank transactions, including securities financings, restructurings and acquisitions.
• Healthcare and biotechnology companies.
• Real estate investment companies, including those engaged in origination and trading of mortgages and other real estate securities
• Expert witness in securities and corporate matters, including matters relating to audit compliance and corporate governance
• Emerging markets, including Latin America, the Far East and Eastern Europe.
• Media and information industries, including entertainment and publishing.
• Retail, including apparel and food and beverage products
• Project financings, including synthetic lease transactions.
• Public utility transactions, including financings, acquisitions and insolvencies.

Publications

• Make Sure Cure for Financial Markets Isn't Worse Than Disease
• Corporate Law Advisory Spring 2009
• “Recent Developments Facilitating the Access of Middle Market Companies to the Capital Market”
• Alternatives to Generate or Preserve Cash-flow
• Finding Capital When Banks Won't Lend Money
• “Angels with New Wings: The New Age Angel Investor”
• “Riegel v. Medtronics – A Victory for Medical Device Manufacturers?”
• “United Rentals, Inc. v. RAM Holdings, Inc. (CERBERUS) -- Delaware Chancellor Delivers a Lesson in Contract Drafting"
• The SEC Announces Small Company Initiatives
• SECURITIES LAW UPDATE
• “SEC Final Rules on Executive Compensation Disclosure Address Stock Option Controversy”
• LEGAL UPDATE: SEC ISSUES RULES ON EXECUTIVE COMPENSATION WHICH ADDRESS OPTION BACKDATING
• “Delaware Decision Instructive on Drafting Purchase Agreements”
• THE SEC'S NEW GOLDEN RULES FOR EXECUTIVE COMPENSATION
• “Attorneys at the Gate – The Implications of the Evolving Role of Company Counsel”
• “Communications During the Offering Period”
• KNOW YOUR POSITION: DOES FAS 150 AFFECT YOUR ABILITY TO KEEP YOUR LENDER HAPPY?
• SEC STAFF PROMPTS INCLUSION OF SHORT SALE PROVISION IN REGISTRATION RIGHTS AGREEMENTS, DOCUMENTS
• SARBANES MAY AFFECT PRIVATE COMPANY CORPORATE GOVERNANCE AND COMPLIANCE
• “An Introduction to Sarbanes-Oxley”
• SARBANES-OXLEY: A PRIMER FOR PUBLIC COMPANIES, AND THEIR OFFICERS AND DIRECTORS, AND AUDIT FIRMS(C)
• FLORIDA'S ANNUAL REPORT REQUIREMENT: A TRAP FOR THE UNWARY
• HOW TO AVOID THAT KNOCK ON THE DOOR FROM THE SEC (AND WHAT TO DO ABOUT IT WHEN IT HAPPENS)

Speaking Engagements

• Robert C. Brighton, Jr. Presents at National Business Institute (NBI) Seminar
• The Anatomy of the LLC NBI Seminar
• 23rd Annual Accounting Show
• National Business Institute
• Recent Trends in M&A Transactions
• Florida Accounting & Business Expo

News

• South Florida MBA Programs Compete in Association For Corporate Growth’s 2nd Annual ACG Cup Competition
• Q&A With Ruden McClosky's Robert Brighton