People

Lillian Brown

Partner

Brown, Lillian

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 WilmerHaleLaunch.com

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 Vice 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.

Community Involvement

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

Honors & Awards

  • Recommended in the 2017 edition 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

Publications & News

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December 6, 2017

WilmerHale Represents Regal Entertainment Group in Signing of Definitive Agreement to Be Acquired by Cineworld Group PLC

Regal Entertainment Group announced that it has entered into a definitive merger agreement with Cineworld Group PLC for Cineworld, the UK's largest cinema operator.

August 4, 2017

SEC Confirms Certain ICOs Are Securities Offerings; Regulators Renew Focus on Cryptocurrencies

Participants and observers in cryptocurrency markets have long expected input from the SEC on the question of whether offerings of cryptocurrencies would be subject to the federal securities laws. On July 25, the SEC issued a Report of Investigation pursuant to Section 21(a) of the Securities Exchange Act of 1934 of its investigation of an offering of digital tokens by “The DAO,” an unincorporated virtual organization. This WilmerHale Client Alert was republished in Bloomberg BNA's Securities Regulation & Law Report.

April 28, 2017

2017 IPO Report

Our 2017 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, the potential impact of the new presidential administration on policy and direction at the US Securities and Exchange Commission and much more.

March 24, 2016

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, recent FAST Act amendments that further streamline the IPO process and much more.

May 8, 2015

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the company’s “financial performance.”

May 1, 2015

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

On March 25, 2015, the Securities and Exchange Commission adopted amendments to Regulation A pursuant to Section 401 of the Jumpstart Our Business Startups Act for offers and sales of up to $50 million of securities annually. Regulation A+ creates two tiers of offerings that are exempt from registration under the Securities Act of 1933.

March 27, 2015

2015 M&A Report

Our 2015 M&A Report contains a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions, updates on takeover defenses and the current climate around proxy access, and a look at the use of social media by public companies and activist shareholders in contested situations.

February 13, 2015

SEC Proposes Hedging Disclosure Rules

On February 9, 2015, the Securities and Exchange Commission proposed rules requiring companies to disclose whether directors, officers and other employees, or any of their designees, are permitted to hedge or otherwise engage in transactions to offset any decrease in the market value of equity securities of the company.

January 20, 2015

SEC's Division of Corporation Finance Staff to Express "No View" on Conflicting Shareholder Proposals This Proxy Season

On January 16, the Securities and Exchange Commission issued a statement from Chair Mary Jo White directing the SEC staff to review the application of Exchange Act Rule 14a-8(i)(9).

October 1, 2014

Partner Lillian Brown Co-Authors Update to Portfolio on Shareholder Proposals as Part of BNA Corporate Practice Series

Excerpt reproduced with permission from Corporate Practice Series, Portfolio No. 83-3d, Ch. II, pp. A-9 – A-15 (Oct. 2014). Copyright 2014 by The Bureau of National Affairs, Inc. (800-372-1033).

Practices

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Education

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

BA, Political, Legal and Economic Analysis, Mills College, 1994

Bar Admissions

District of Columbia

California

Government Experience

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