Lillian Brown

Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown regularly counsels public company clients on new and evolving disclosure and governance requirements and practices, including under the Dodd-Frank and JOBS Acts. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Learn more about Ms. Brown's practice and how she can support your startup on

Community Involvement

Ms. Brown is Chair of the Capitol Hill Day School Board of Trustees.

Past Experience

Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors. In this role, she advised on significant technical and policy matters, supervised and participated in numerous rulemakings and other projects and worked closely on legislative and other intergovernmental matters. Ms. Brown played a key role in rulemaking and other implementation efforts related to the Dodd-Frank Act and the JOBS Act.

Between 2002 and 2005, Ms. Brown was a Special Counsel in the Office of Mergers and Acquisitions in the Division of Corporation Finance, and from 1999 to 2002 she was an Attorney-Advisor in Disclosure Operations in the Division of Corporation Finance.

Professional Activities

Ms. Brown serves as Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals, and is an Advisory Board member for the Securities Regulation Institute. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.


  • Recommended in the 2017–2018 editions of The Legal 500 United States for M&A/Corporate and Commercial: Corporate Governance
  • Recipient of the SEC's 2010, 2006 and 2003 Law and Policy Award and the 2007 Paul R. Carey Award

Insights & News


  • Education

    • JD, University of Southern California Gould School of Law, 1999

    • BA, Political, Mills College, 1994

  • Admissions

    • District of Columbia

    • California

  • Government Experience

    • Securities and Exchange Commission

      Division of Corporation Finance

      Senior Special Counsel to the Director
    • Securities and Exchange Commission

      Division of Corporation Finance

      Special Counsel, Office of Mergers and Acquisitions
    • Securities and Exchange Commission

      Division of Corporation Finance

      Attorney Advisor, Disclosure Operations