Ungaretti & Harris LLP
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Education

  • Chicago-Kent College of Law, J.D., with honors, 2000
    Lowell J. Thomas Academic Scholarship; Dean’s List; Three CALI Excellence for the Future Awards; International Moot Court Honor Society
  • University of Illinois Champaign-Urbana, B.A., 1997
    Dean's List

Admissions

  • Illinois - 2000

Languages

  • French

Partner
Direct: 312.977.4426

David R. Brown

David's practice includes mergers and acquisitions, corporate law, joint ventures, securities law, finance and renewable energy.

He serves domestic and foreign clients ranging from middle-market and large firms to emerging growth companies and start-ups, in diverse fields including private equity, venture capital, healthcare, high technology, renewable energy, manufacturing and finance. He also regularly represents banks and borrowers in establishing and growing lending relationships.

David works closely with his clients to: raise capital; grow through acquisitions and joint ventures; comply with federal and state securities laws; secure relationships with executives, employees, vendors and suppliers; protect intellectual property and effect strategic changes.

His recent notable matters include:

Corporate

  • Service as outside general counsel to middle-market companies, including acting as U.S. counsel for a number of European businesses.
  • Establishment of a joint venture between a public company and a former competitor to develop secure smartphone products and technology.
  • Corporate counseling in connection with litigation over disaffiliation of multiple charities involving complex fiduciary duty issues.
  • Representation of a leading market research firm, in connection with the creation of new playbook of template agreements and negotiation guides for use with clients and related training materials for the client’s sales force.
  • Negotiation of numerous master service agreements on behalf of professional service firms of all sizes opposite over 25 Fortune 500 companies.
  • Restructuring a family’s investments of over $250,000,000 in the U.S. and Caribbean.

Mergers & Acquisitions

  • Sale of a long-term acute care hospital system to a private equity acquirer.
  • Acquisitions and sales of auto parts suppliers via the Section 363 bankruptcy auction process.
  • Sale of an electronic check collection technology firm to a private equity fund.
  • Acquisition of a national long-term care consulting firm by its management.
  • Restructuring and private equity financing of a chain of radio stations in the Upper Midwest.
  • Acquisition of a number of logistics services providers by a national logistics leader.
  • Acquisition by a multinational buyer group of a nationally-known women’s apparel retailer via the Section 363 bankruptcy auction process.

Securities

  • Representation of public companies, and directors and officers of public companies, in connection with securities reporting obligations, SEC investigations, PIPEs, “going private” and “going dark.”
  • Counseling in connection with numerous private offerings of securities.
  • Counseling in connection with U.S. securities law compliance for an offshore securities offering to residents of several Asian countries in connection with a Hawaii-based real estate development.

Finance

  • Negotiation, documentation and modification of numerous bank credit facilities on behalf of several major middle-market and large banks and their customers.
  • The refinancing of a Caribbean resort, hotel and casino project using high-yield notes, including coordination of co-counsel in several foreign jurisdictions.
  • The formation and financing several proprietary trading firms.

Renewable Energy

  • The development and financing of renewable energy production facilities in several U.S. states, Puerto Rico and Italy.

While a law student at Chicago-Kent College of Law, David represented the school at numerous moot court competitions, including the 2000 Willem C. Vis International Commercial Arbitration Moot at the Universität Wien and the 1999 Canada-United States Law Institute Niagara International Moot Court Competition at the University of Toronto.

David is active in a number of professional and charitable groups.


Distinctions

  • Co-Chairman, Chicago Bar Association Subcommittee on Mergers & Acquisitions (2008 – 2010)
  • Co-Chairman, Chicago Bar Association Subcommittee on Entrepreneurial and Start-Up Ventures (2007-2008)
  • Section Council, Corporation and Securities Law Section, Illinois State Bar Association (2007-2008)

Presentations

  • Speaker, Chicago Bar Association, Forms & Best Practices Committee, "Nuances of Contractual Boilerplate Language -- How to Add Value in Miscellaneous Contract Provisions,” November 19, 2012
  • Speaker, Chicago Bar Association, Mergers & Acquisitions Committee, "Mergers & Acquisitions:  Overview and Practice Tips," October 13, 2011
  • Speaker, Chicago Bar Association, “Mergers & Acquisitions: Overview and Practice Tips,” September 8, 2011
  • Speaker, 2010 Illinois Institute for Continuing Legal Education (IICLE) Contract Drafting Seminar, "Best Practices for Amendments and Side Letters," December 16, 2010
  • Panelist, MIT Enterprise Forum, "Financing Options for Entrepreneurs," October 12, 2010
  • Speaker, Chicago Bar Association, Contract Drafting Committee, "Key Provisions of Joint Ventures and Strategic Alliances," November 16, 2009 
  • Presenter, Insight/ALM Annual Negotiating and Drafting Major Business Agreements (2007-2009)
  • Speaker, Chicago Bar Association, Corporation and Business Law Committee, “Legal Considerations in Joint Ventures,” April 2, 2008
  • Speaker, Chicago-Kent College of Law Corporate Law Society Symposium (2005)
  • Guest Instructor, Roosevelt University (2004)

Memberships

  • Chicago Bar Association: Corporation and Business Law Committee, Commercial Finance and Transactions Committee, International and Foreign Law Committee, Futures and Derivatives Law Committee
  • Illinois State Bar Association: Corporate and Securities Law Section
  • American Bar Association: Business Law Section, Energy Law Section
  • Illinois Venture Capital Association (IVCA)

Civic

  • Board Member, The Arthritis Foundation of Greater Chicago Associate Board
  • Chicago Council on Global Affairs
  • MIT Enterprise Forum
  • Keep America Beautiful

Pro Bono

  • David has had the privilege of providing pro bono legal services to several nonprofit organizations.