Bruce F. Dravis

Outside Counsel

Bruce Dravis has more than 30 years of experience representing clients in corporate and securities matters with an emphasis on corporate governance, contracts, finance, venture capital, and mergers and acquisitions. He also provides advice and counsel on SEC matters.

Bruce serves as outside corporate counsel to publicly traded corporations, privately held corporations, and investors in a wide range of industries, including technology, energy, finance, and real estate. Before joining Downey Brand as a partner in 2001, Bruce served as in-house general counsel for a publicly traded semiconductor manufacturer that was later acquired by Intel.

Bruce is the Vice Chair of the Corporate Governance Committee of the American Bar Association’s (ABA) Business Section, has taught mergers and acquisitions for the University of California, and writes and speaks frequently on securities, business, and governance topics. He has authored several books, his most recent being the second edition of The Role of Independent Directors in Corporate Governance, published by the ABA in 2015. Bruce also has substantial experience preparing reports and testifying as an expert witness on corporate governance matters.

Prior to law school, Bruce served as editor and reporter for newspapers in Northern California and Boston; last position was Sunday Sections editor at the Boston Herald. He also did free-lance writing for a humor column in the Herald during law school.


Professional, Community And Pro Bono Involvement

  • Corporate Governance Committee of the American Bar Association, Section of Business Law, Chair (prior or additional positions include Vice Chair, Publications Chair, Programs Chair, and Editor of Corporate Governance Committee newsletter, Publications Chair, Programs Chair, and Editor. 2009-present
  • Executive Committee and Nominating Committee, SARTA (Sacramento Area Regional Technology Alliance), 2004-2011
  • Corporations Committee, California State Bar Business Law Section, 1999-2003; Co-Chair, 2002-2003
  • City of Sacramento Arena Task Force, Finance Committee, 2009-2010
  • Sacramento Area Commerce and Trade Organization, Finance Committee, 2004-2009
  • Sacramento Area Council, American Electronics Association (AeA), 2002-2005
  • UC Connect Advisory Board, 2002-2005
  • Sacramento Discovery Museum (and predecessor, Sacramento Science Center), 1990-1994; President, 1993-1994; led reorganization of non-profit to replace government funding with fee income, and led $1 million fundraising for Challenger Learning Center

Transactions

  • Multiple SEC registered M&A transactions.
  • ESOP stock-for-stock acquisition using California Fairness Hearing process.
  • Represented investors attempting recovery in $40 million Ponzi scheme.
  • SEC registrations in mergers and underwritten offerings.

Expert Witness

  • Extensive diligence and detailed report in dispute between competing multi-state organizations of prison officials alleging misuse of corporate assets and intellectual property theft.
  • Report and deposition testimony in fraud case involving improper corporate conduct and “piercing the corporate veil.”

Speaking Engagements / Events

  • January 2016
    Introduction to Corporate Governance
    Presenter, ABA Continuing Education of the Bar
  • January 2015
    Shareholder Proposals in 2015 and Beyond
    Presenter, ABA Continuing Education of the Bar
  • January 2014
    Governance Regulations Under Dodd-Frank
    Moderator, ABA Continuing Education of the Bar
  • January 2013
    JOBS Act and Private Offerings
    Panelist, University of California, Davis School of Law
  • January 2012
    Regional Opportunities Under the JOBS Act
    Panelist, Drexel University
  • 2011
    Giving Capital a Voice in Capitalism
    Presenter, Sacramento County Bar Association
  • 2011
    The Governance Game Changer: Dealing with Dodd-Frank
    Panelist, ABA Webinar
  • 2010
    Technology Transactions in the Post-Financial Crisis Economy
    Panelist, University of California, Davis School of Law
  • 2009
    Institutional Investors, Risk/Return and Corporate Governance Failures
    Presenter, St. Mary's College, Center for the Study of Fiduciary Capitalism
  • 2008
    Hot Topics in Attorney-Client and Work Product Privilege
    Co-presenter, California Continuing Education of the Bar
  • 2005
    Policy and Practical Issues Regarding Option Expensing
    Speaker, Sacramento County Bar Association, Business Law Section
  • 2002
    Mergers and Acquisitions
    Professor, University of California, Davis School of Law
  • 2000-2005
    Recent Developments in California Law
    Panelist, CEB Annual Program
  • Venture Capital Financings
    Guest Lecturer, University of California, Davis School of Management (multiple occasions)

Publications


Professional, Community And Pro Bono Involvement

  • Corporate Governance Committee of the American Bar Association, Section of Business Law, Chair (prior or additional positions include Vice Chair, Publications Chair, Programs Chair, and Editor of Corporate Governance Committee newsletter, Publications Chair, Programs Chair, and Editor. 2009-present
  • Executive Committee and Nominating Committee, SARTA (Sacramento Area Regional Technology Alliance), 2004-2011
  • Corporations Committee, California State Bar Business Law Section, 1999-2003; Co-Chair, 2002-2003
  • City of Sacramento Arena Task Force, Finance Committee, 2009-2010
  • Sacramento Area Commerce and Trade Organization, Finance Committee, 2004-2009
  • Sacramento Area Council, American Electronics Association (AeA), 2002-2005
  • UC Connect Advisory Board, 2002-2005
  • Sacramento Discovery Museum (and predecessor, Sacramento Science Center), 1990-1994; President, 1993-1994; led reorganization of non-profit to replace government funding with fee income, and led $1 million fundraising for Challenger Learning Center