This page is formatted for printing. Close the window to return to Downey Brand's website.
 |
Bruce F. DravisPartner621 Capitol Mall |
Areas of Law:Corporate, Securities, Mergers and Acquisitions, Corporate Governance, Emerging Companies |
|||||
|
Admitted to Practice in:California |
||||||
| Bruce Dravis is a partner at Downey Brand LLP. He has practiced corporate and securities law for 25 years, as outside corporate counsel and as General Counsel for a publicly traded semiconductor manufacturer that was acquired by Intel Corporation. He is former Co-Chair of the Corporations Committee of the California State Bar’s Business Section and is Publications Chair for the Corporate Governance Subcommittee of the American Bar Association (“ABA”) Section of Business Law. Books by Bruce Dravis
Media Interviews
OVERVIEWBruce Dravis advises clients on transactions (primarily investment and M&A) and corporate governance matters. In addition to representing publicly traded corporations, privately held corporations, and investors in a range of industries, he writes and speaks extensively on corporate governance and developing companies, particularly venture capital backed companies. His clients are active in a variety of industries, including technology, energy, finance, and real estate. He has ALSO acted as an expert witness on corporate governance. Clients who are direct, fact based, and action oriented appreciate that Bruce provides them with straight forward advice and creative solutions. For example, he pioneered the use of the California fairness hearing process to permit an ESOP owned company to acquire another ESOP owned company using stock rather than cash. In negotiating mergers, acquisitions, and investments for his clients, he identifies where both sides have complementary objectives that can form the basis for a transaction. His securities law experience includes initial public offerings, registered secondary offerings, Rule 144A offerings, private placements, and ongoing SEC disclosure issues, including corporate governance compliance. Before joining Downey Brand, Bruce served as General Counsel for a publicly traded semiconductor corporation that was acquired by Intel for $2 billion. He is former co-chair of the California State Bar corporations committee, and serves on the ABA subcommittee on corporate governance. He has been active on the boards of multiple Sacramento community organizations. EXPERIENCEPractice emphasizes business representation, including technology-based and publicly-traded companies, with an emphasis on public and private securities transactions (private and venture capital securities offerings, public company disclosure compliance and public offerings, and stock option plans), corporate finance and operation (board of directors fiduciary duties; mergers, acquisitions, and sale of businesses; and, executive compensation), and intellectual property development and licensing (development and joint venture agreements; licensing and, company policies on trade secrecy, patents, employee training, and related matters). Public offering/finance: More than $250 million in IPO and secondary offerings of equity; $115 million private offering of convertible notes and follow-on public registration. Acquisitions: $300 million acquisition of Alantro Communications by Texas Instruments; more than $150 million of public company and private company acquisitions; activities include structuring, negotiating, and documenting acquisitions; planning role included consideration of SEC, corporate law, and accounting issues; conducted complex acquisitions involving employee ownership and ESOP issues, involving California fairness hearing process. Governance, board and management issues: Advised Board and management regarding governance obligations established by SEC, state law, and exchanges, including adoption of committee charters, and actions and reports by committees; advised on executive compensation, including stock option and stock purchase plans and related disclosures; board and committee minutes; fiduciary duty issues; corporate law issues. Acted as expert witness on corporate governance. Securities disclosure/compliance: Advised and assisted clients with preparation and filing of mandatory SEC reports; advised and assisted clients in preparation of disclosure materials that are not filed with the SEC, including press releases, conference call scripts and background briefings for securities calls and webcasts; organized and assisted in review of disclosures. Licensing: Negotiated and prepared licensing and joint development agreements. Intellectual Property protection: Reviewed and negotiated confidentiality agreements; reviewed company practices to protect trade secrets; prepared patent and trademark development policies; worked with engineering and patent counsel to ensure timely action on patent applications. Contracts: Reviewed, negotiated, and prepared contracts with customers, manufacturers, licensees, landlords, consultants, sales representatives and distributors; where relevant, reviewed anti-trust compliance issues. Labor: Worked with human resources department and outside labor counsel on matters such as dismissals, investigation of harassment and discrimination claims, employee raiding issues, and intellectual property protection training. International: Worked with overseas counsel to establish international subsidiaries and address in-country issues; worked with business unit principals in import/export certificates and duty issues. BOARD AND COMMITTEE MEMBERSHIPSSacramento Area Regional Technology Alliance, Director, Member of Executive Committee American Bar Association Subcommittee on Corporate Governance, Publications Chair Sacramento Arena Task Force Finance Committee, Former Member Sacramento Area Commerce and Trade Organization, Former Finance Committee Member State Bar of California Business Law Section, Corporations Committee, Former Committee Member; Former Co-Chair American Electronics Association (AeA), Sacramento Area Council, Former Director UC Connect Advisory Board, Former Member Sacramento Discovery Museum (and predecessor, Sacramento Science Center), Board of Directors, Former Member; Former President of Board EDUCATIONBoston University School of Law (J.D., cum laude, 1985) California State University, Sacramento (B.A., 1975) REPRESENTATIVE ARTICLESThe Journal of Employee Ownership Law and Finance, “Issues in Using Securities to Acquire ESOP-Owned Companies,” Winter 2006, Author NACD Directors Monthly, "The Attorney as Corporate Director," March 2005, Author The Daily Recorder, "Selected News Columns: Google Attorney 'Caused' Violation," March 2005, Author The Daily Recorder, "Sorting Out Sarbanes-Oxley, " February 2005, Author The Daily Recorder, "Options: Wrong Premise, Wrong Result," January 2005, Author The Daily Recorder, "SEC Proposes Significant Public Offering Changes," November 2004, Author Sacramento Business Journal, “Don't stop options for a 'foolish consistency’,” April 2004, Author The Daily Recorder, “Two Cheers for Shareholder Democracy,” December 2003, Author The Daily Recorder, “Ideas Aren't Products; Products Aren't Companies,” November 2003, Author Sacramento Business Journal, “Enron ethics lesson: If it feels bad, don’t do it,” May 2002, Author San Francisco Recorder, “Tough Talk for ‘Smooth’ Operators; the SEC plugs a gap in GAAP, and managers must adapt,” September 15, 1999, Author Sacramento Daily Recorder, Five-Part Series on Securities Disclosure Duties, March 29-April 2, 1999, Author National Law Journal, “Falling from Grace: New Disclosure Obligations,” January 26, 1998, Author PRESENTATIONS AND TEACHINGUniversity of California, Davis School of Law, Mergers & Acquisitions, 2002, Professor An Insider’s Look at Acquisition Strategies, 2008, Presenter CEB, Hot topics in attorney-client and work product privilege, 2008, Co-Presenter CEB Annual “Recent Developments in California Law” program, 200-2005, Panelist ACCA, Sacramento Chapter, “Attorneys as Gatekeepers,” 2005, Speaker Sacramento County Bar Business Section, “Policy and Practical Issues Regarding Option Expensing,” 2005, Speaker Sacramento County Bar Business Section, “Securities Law’s All-Time Most Wanted List,” 2004, Speaker UCD School of Management Courses, “Corporate Finance Matters,” Guest Lecturer California State Bar, Winter Conference, “Down Round Financings,” 2002, Panelist UC Davis Springboard business program, Presenter “IPO Boot Camp,” seminar sponsored by Merrill Lynch, 2000, Presenter Sacramento County Intellectual Property Bar, “Intellectual Property Issues are Human Resource Issues,” 1997, Speaker
|
|||||||