Photo of Robert C. Brighton, Jr.

Robert C. Brighton, Jr.

Special Counsel
Los Angeles
T: 213.455.7680
F: 213.443.2758
Overview
Experience
Publications & News
Memberships

Robert C. Brighton, Jr. is special counsel in the Corporate Practice Group in the firm's Los Angeles office.

Areas of Practice

Robert Brighton represents U.S. and international issuers and investors, as well as underwriters and placement agents in a broad variety of capital market transactions. These transactions range from initial public offerings by emerging companies to offerings of sophisticated financial products by Fortune 500 corporations. His merger and acquisition experience is similarly varied. Mr. Brighton represents buyers, sellers and investment bankers in connection with asset purchases and sales relating to small closely-held corporations and tender offers for publicly-traded Fortune 500 corporations involved in a variety of service, commercial and manufacturing industries, including regulated industries.

Mr. Brighton assists public companies in corporate governance matters and the filing of periodic reports and proxy statements, as well as other compliance matters, including informal and formal investigations by the Securities and Exchange Commission such as Foreign Corrupt Practices Act investigations, and related internal corporate investigations. He advises broker-dealers, investment advisers, investment companies, insurers, banks and other financial service companies with respect to formation, and regulatory and transactional issues, including those related to M&A and capital raising transactions. His clients include venture capital and private equity firms, and investment and commercial banks, as well as public and private companies in various industries, including high technology, telecommunications, media and information, health services, real estate, financial services and restaurants and hospitality.
Mr. Brighton represents borrowers and lenders in credit transactions ranging from acquisition financing to asset-based and cash-flow loans and revolving credit facilities. His proficiency also includes collateralized mortgage and other collateralized debt obligations, the project finance and securitization areas, and business reorganizations and recapitalizations.

Mr. Brighton has extensive experience in the insurance industry and has served as counsel to state insurance commissions, insolvent insurers, and insurance company creditors and investors in connection with insurance company insolvencies. His experience includes representation of insurance companies and insurance brokers in acquisition and financing transactions, as well as sponsors of captive insurers in their formation and capitalization.

Mr. Brighton writes and speaks on topics in the corporate, finance and securities law areas. He is frequently quoted in local and national publications on business related topics. He has served as a judge on securities law topics for the Kauffman National Moot Court competition and taught Lawyers Skills and Values-Transactional, as an adjunct professor of law at Nova Southeastern University's Shepard Broad Law School.

Capital Markets Transactions

  • U.S. and international investment fund offerings (including distressed assets, hedge, venture capital, private equity and LBO funds)
  • U.S. and international public and private offerings of debt and equity securities, including Rule 144A and Regulation S offerings
  • Initial public offerings of securities
  • Venture capital investments in start-up companies
  • Private equity investments in public and private companies
  • Swaps, repurchase agreements and other derivative securities transactions, including drafting of master agreements and advice regarding regulation and disclosure
  • Offerings of collateralized mortgage obligations, collateralized debt obligations and other collateralized securities (securitizations)
  • Offerings of structured debt products and hybrid instruments
  • Commercial paper programs
  • Medium term note programs
  • PIPE (private investment in public equity) offerings
  • SPAC (special purpose acquisition company) offerings
  • Crowd funding and offerings by micro-cap financial lenders and intermediaries

M&A Transactions

  • Acquisitions of banks, insurance companies, broker-dealers, healthcare companies and other regulated entities
  • Corporate reorganizations, including divestitures of subsidiaries and divisions
  • Acquisitions and dispositions of portfolio companies of venture capital and private equity firms
  • Management Buy-Outs (MBOs), including ESOP transactions, and other Leveraged Buy-Outs
  • Acquisitions and dispositions of publicly-traded companies, on both a negotiated and hostile basis, representing both financial and strategic parties, including companies having significant overseas assets
  • Acquisitions and dispositions of privately-owned companies, including subsidiaries and divisions of publicly-held companies
  • Roll-ups of companies in fragmented industries
  • Reverse mergers between private companies and public shells, including SPAC transactions

Securities

  • Periodic reporting and other disclosure obligations applicable to public companies and their insiders
  • U.S. securities law considerations relating to acquisitions and sales, including accounting issues
  • Investment company regulation
  • Investment adviser regulation
  • Broker-dealer regulation
  • State securities (“blue sky”) and takeover laws
  • Internal corporate investigations and investigations by the SEC, FINRA and state securities commissions of public companies, brokers, investment advisers and individuals
  • Foreign Corrupt Practices Act investigations

Finance

  • Acquisition financing and working capital lines of credit on behalf of commercial banks and other financial institutions, as well as borrowers
  • Asset backed loans and credit facilities, representing both lenders and borrowers
  • Syndicated loans representing lead banks, co-lenders and participants, as well as borrowers
  • International trade and finance, including Sharia-compliant transactions

General Corporate

  • Commercial transactions, including negotiation of manufacturing and distribution agreements, and equipment leasing and international trade transactions
  • Corporate compliance and governance considerations, including those applicable to “close” corporations
  • Fiduciary obligations of officers, directors and “control” persons
  • Employment and consulting agreements, including sophisticated executive compensation arrangements

Articles

  • Summer 2016, “Whistleblower Incentives and Protections,” a chapter in Inside the Minds, Understanding SOX Whistleblower Protections, Aspatore, a Thomson Reuters Print Publication
  • November 2015, “Crowdfunding Opening New Doors For Emerging Companies,” Law360
  • November 2015, “How Emerging Companies Can Grow by Following the Crowd,” The South Florida Daily Business Review
  • November 2015, “Regulation A+, Crowdfunding and Other New Funding Alternatives,” Shutts & Bowen Corporate Law Advisory
  • March 2013, “The Impact of Dodd-Frank on Banks and Bank Lending,” Shutts & Bowen Corporate Law Advisory
  • June 2011, “Implementation of Dodd-Frank Lags Behind Schedule,” The South Florida Daily Business Review
  • January 2011, “Private Equity’s New Reality In Changing Times,” a chapter in Inside the Minds: Understanding Legal Trends in the Private Equity and Venture Capital Market, Thomson Reuter/Aspatore 
  • September 2010, “The Dodd-Frank Wall Street Reform and Consumer Protection Law: A Perspective and Preliminary Assessment,” An Aspatore Publication Special Report
  • August 2010, “Dobb-Frank Effects Changes to Financial Services Regulation,” The South Florida Daily Business Review
  • June 2010, “A Guide to Investments in Failed Banks” Shutts & Bowen Corporate Law Advisory
  • May 2010, “Effect of Accounting Changes on Bank Capital Requirement,” Shutts & Bowen Corporate Law Advisory
  • January 2010, “Reform Focuses on “Too Big to Fail” Concept,” The South Florida Daily Business Review
  • June 2009, “Regulation: Regulatory Reaction – Make Sure Cure for Financial Markets Is Not Worse Than the Disease,” The South Florida Daily Business Review
  • February 2009, “Special Report: Surviving the Credit Crunch,” The South Florida Daily Business Review
  • Winter 2009, “Recent Developments Facilitating the Access of Middle Market Companies to the Capital Markets,” Ruden McClosky Corporate Law Advisory
  • Summer 2008, “Riegel v. Medtronics – A Victory for Medical Device Manufacturers?,” Ruden McClosky Corporate Law Advisory
  • Spring 2008, “United Rentals, Inc. v. RAM Holdings, Inc. (CERBERUS) -- Delaware Chancellor Delivers a Lesson in Contract Drafting, Ruden McClosky Corporate Law Advisory
  • January 2008, “Angels with New Wings: The New Age Angel Investor,” South Florida CEO
  • Spring 2007, “How to Avoid that Knock on the Door from the SEC (And What to Do When It Happens),” South Florida Business Journal Book of Law
  • October 2006, “SEC Final Rules on Executive Compensation Disclosure Address Stock Option Controversy,” Atlantic Coast In-House Counsel
  • July 2006, “Delaware Decision Instructive on Drafting Purchase Agreements,” Atlantic Coast In-House Counsel
  • March 2006, “The SEC’s New Golden Rules of Executive Compensation,” Atlantic Coast In-House Counsel
  • October 2005, “Attorneys at the Gate – The Implications of the Evolving Role of Company Counsel,” Atlantic Coast In-House Counsel
  • February 2005, “Communications During the Offering Period,” Atlantic Coast In-House Counsel
  • May 2004, “Sarbanes-Oxley: A Primer for Public Companies, and their Officers, Directors and Audit Firms,” Nova Law Review
  • December 2002, “An Introduction to Sarbanes-Oxley,” Florida Bar Quarterly

Speaking Engagements

  • Foreclosures and Sales of Assets Under UCC Article 9
  • Annual Retreat of Tax Section of The Florida Bar (Attorney Audit Responses and Loss Contingencies)
  • 23rd Annual Accounting Show (Attorney Audit Response Letters)
  • Florida Accounting & Business Expo (Effect of FAS 70 on Disclosure)
  • Recent Trends in M&A Transactions
  • The Anatomy of the LLC (and Other NBI Seminars)
  • Federal Securities Bar Annual Meeting (SEC Investigations)
  • Broward County Bar Association (Using LinkedIn)
  • Florida Bar Business Law Retreat (SEC Reforms to Securities Offerings)
  • American Bar Association (ABA)
  • ABA Federal Securities Regulation Committee
  • ABA Institutional Investors Committee
  • ABA Private Equity and Venture Capital Committee
  • ABA Mergers and Acquisitions (including Deal Points Study on Carve Out Acquisitions) Committee
  • ABA Small Business Committee
  • ABA Family Offices Committee
  • ABA Ad hoc Committee on Corporate Compliance Committee
  • ABA Legal Opinions Committee
  • ABA Ad hoc Committee on Audit Responses Committee
  • ABA Commercial Finance Committee
  • ABA Ad hoc Committee on Intercreditor Agreements Committee
  • ABA Legal Opinions Committee
  • ABA Ad hoc Committee on Audit Responses Committee
  • ABA Commercial Finance Committee
  • The Florida Bar Association (FBA)
  • FBA Business Law Section
  • FBA Corporations, Securities and Financial Securities (past chairman) committee; co-chair of subcommittee on Securities Regulation
  • FBA International Law Committee
  • FBA Sub-committee on Relations with the FICPA Committee
  • FBA Business Corporation Act Committee
  • FBA LLC Act Committee
  • FBA Legal Opinions Committee
  • FBA Chair of Ad Hoc Committee on the Relations with the FICPA and CPAs (2006-2008)
  • The New York Bar Association
  • NYBA Securities Regulation Committee
  • Association for Corporate Growth (ACG)
  • Member of the ACG Global Board of Directors and member of its audit and finance subcommittees
  • Member of the Board of Directors of the South Florida Chapter of ACG (past President; current chair on committee on corporate membership)
  • Past Chair of the ACG Florida Capital Connection (2006; 2011; 2015); Co-chair of ACG Florida Capital Connection (2005); member of steering committee for ACG Florida Capital Connection (2005 to date)
  • Florida Venture Forum
  • Member of the Florida Venture Forum (FVF) and past member of the FVF Board of Directors (2013)
  • Commercial Finance Association
  • Turnaround Management Association
  • South Florida Technology Alliance
  • Economic Development Corporation (EDC)