Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.
In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals.
Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers.
During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp. During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings. While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.
Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, PLI’s Master the 8-K, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).
Jaclyn Liu is a partner in the Corporate Department of the firm’s San Francisco office. She co-chairs the firm’s Corporate Finance Group. Ms. Liu engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions and the China practice.
Ms. Liu regularly advises public companies on corporate governance matters, including disagreements between board and management, succession planning, investor relations, director and officer fiduciary duties and board “best practices”, and counsels boards and special committees in connection with conflicts of interest, proxy contests and other corporate control efforts. Ms. Liu is outside general counsel to a number of public companies with whom she has worked with for over 10 years and provides big picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations, including those relating to the federal securities laws, Sarbanes-Oxley, Dodd-Frank, and NYSE and NASDAQ rules and regulations. Her knowledge of SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. Ms. Liu has lectured at seminars and conferences and written articles on various ’33 Act and ’34 Act law matters, and is a staff member of the Practising Law Institute.
Ms. Liu has represented a number of public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to multibillion-dollar transactions such as SOFTBANK’s acquisition of Sprint, Intel’s acquisition of McAfee and Mercury Interactive’s sale to HP. In addition, Ms. Liu has been involved in a number of complex cross-border transactions in Asia, Australia and Europe, including NCR Corporation’s s acquisition of Israel-based Retalix, Intel’s minority stake in Netherlands-based ASML, PRC-based MicroPort Scientific’s acquisition of the orthopedics business of Wright Medical, DSP Group’s acquisition of the DECT business of Netherlands-based NXP B.V. and McKesson’s acquisition of Israel-based Medcon.
Ms. Liu also has represented a number of well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.
Ms. Liu was named the 2013 Legal Advisor of the Year by M&A Advisor, Law360’s “M&A Rising Stars of 2013” and a winner of the 2012 40 Under 40 West M&A Advisor Awards. Ms. Liu was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014. Northern California Super Lawyers recognized her as a “Rising Star” in the category of Securities and Corporate Finance in 2011, and as a “Rising Star” in the category of Mergers & Acquisition in 2013.
Ms. Liu was born in Shanghai, China. She is fluent in Mandarin Chinese.
Ms. Liu is a member of the California State Bar and the Bar Association of San Francisco. She is on the advisory board of thecorporatecounsel.net and a board member of the Foundation of City College of San Francisco.
Carol is a Director with The SEC Institute and is responsible for conducting seminars on various reporting and financial accounting topics. She created the SEC Institute's programs IFRS Conference: Today’s Landscape …Tomorrow’s Challenge and Accounting for Business Combinations. Carol was the Chief Accountant of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, an appointment she held for over five years beginning in February 2002.
Carol began her SEC career in 1996 and her other roles included Deputy Chief Accountant, Associate Chief Accountant, Assistant Chief Accountant, and Staff Accountant. Before joining the Commission, Carol worked for an SEC registrant in various capacities, including Director of Financial Reporting and Divisional Controller. Prior to that, Carol was an auditor in the Boston office of PricewaterhouseCoopers.
George M. Wilson, MBA, CPA
SEC Institute, a Division of PLI
As a Director of the SEC Institute Division of PLI, George teaches workshops dealing with a variety of SEC and FASB related topics. He developed the Institute’s initial “Advanced Accounting and Reporting for SEC Professionals” workshop, as well as workshops in a variety of technical areas including “Accounting for Derivative Instruments and Hedging Activities,” and SOX 404 ICFR audits. Before joining the SEC Institute, George was an Assistant Professor in the Department of Accounting at the University of Saint Thomas in Saint Paul, MN. He was director of the University's Accounting MBA program and also taught in the undergraduate accounting department. He has received the AICPA's Outstanding Discussion Leader Award and the Minnesota State Society's R. Glenn Berryman Award. George also served as Senior Vice President, Operations of Security Financial, where he managed the organization's initial public offering, and as a senior manager with KPMG.