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VOL. 121 | NO. 196 | Thursday, October 5, 2006

Brown Talks About Senate Testimony, Involvement in Far-Reaching Legislation

LESLEY J. GUDEHUS | Special to The Daily News

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"I've been teaching a law school course for 12 years now because I think it is important for students to understand what practicing law really entails."
- Gary Brown
Name: Gary Brown
Position: Corporate Department Chair
Company: Baker, Donelson, Bearman, Caldwell & Berkowitz PC's Nashville and Washington offices
Basics: Brown, who recently provided testimony on ways offshore tax havens and tax shelters circumvent compliance with U.S. securities laws, also played a key role in the drafting of the Sarbanes-Oxley Act of 2002.

Gary M. Brown recently appeared before the U.S. Senate's Permanent Subcommittee on Investigations (PSI).

Brown, who chairs the corporate department of Baker, Donelson, Bearman, Caldwell & Berkowitz PC and is based in the firm's Nashville and Washington offices, provided testimony on ways offshore tax havens and tax shelters circumvent compliance with U.S. securities laws. The hearing, "Offshore Abuses: The Enablers, the Tools and Offshore Secrecy," received widespread coverage in the national media.

Brown provided technical advice to the PSI staff on securities-related issues. He was asked to appear during the committee's hearings because of his experience in U.S. federal securities laws. He is the author of the Practising Law Institute's treatise "Soderquist on the Securities Laws" (formerly "Understanding the Securities Laws"). Brown serves as general counsel to the Ethics and Compliance Officer Association, the world's largest organization of ethics and compliance professionals.

Brown also is a member of the Law and Ethics Advisory Group for Midi, a leading provider of ethics and compliance learning solutions to Fortune 1000 and mid-sized companies. He graduated magna cum laude in 1977 from Nashville's Vanderbilt University with a degree in economics and received his law degree from Vanderbilt in 1980.

Born in Columbia, Tenn., he has lived in Nashville since entering college in 1973.

Q: What led you to pursue a career in law?

A: Growing up, I played on the tennis team in high school. Through that, I got to know a number of lawyers pretty well, and I thought the law sounded like an interesting and challenging profession.

Q: How did you become involved in government work?

A: My government work is pretty limited. I have been totally in private practice my whole career except when I took off a year in 2002 to serve as special counsel to the Permanent Subcommittee on Investigations regarding [the collapse of] Enron [Corp.] at the request of [Sen.] Fred Thompson [R-Tenn.]. One thing I'm proud of about the 2002 investigation is that it was bipartisan. I got to know Sen. [Carl] Levin [D-Mich.] and Sen. [Joe] Lieberman [D-Conn.].

[Note: During that time, Brown also provided advice on aspects of what became the Sarbanes-Oxley Act of 2002 while the Senate debated the legislation. Also known as the Public Company Accounting Reform and Investor Protection Act of 2002, this federal law was passed in response to a number of major corporate accounting scandals, including Enron.]

Q: You were out of the country when The Daily News initially attempted to contact you. Does your work require you to travel abroad frequently? How do you divide your time?

A: All I do is security work and corporate governance. I have a client that is involved in securities transactions, so that necessitates foreign involvement, which is the reason I was out of the country. I have a couple of clients in New York, so I spend a fair amount of time traveling between Washington and New York.

My time is spent about half on client work and half on academic and other work. Since 1994, I have taught corporate and securities law at Vanderbilt [University Law School], and I am an instructor [of securities programs] for the Practising Law Institute. I also speak and write about corporate governance, ethics and the reporting and disclosure obligations of public companies.

Q: Has your degree in economics helped you in your work?

A: Truthfully, the only reason I was an economics major is that I asked the pre-law adviser at Vanderbilt what major he would recommend for pre-law, and he suggested economics. I'm the first person from my family to graduate from high school, so graduating from college and going to law school [was momentous].

Accounting and corporate finance [sometimes] help, but other than very small pieces, very little of what I learned in college has been relevant to the actual practice of law. Law school teaches students what the law is, but I don't think it prepares students for doing something practical. I believe in on-the-job training. I've been able to learn a lot from other lawyers I've worked with. I've been teaching a law school course for 12 years now because I think it is important for students to understand what practicing law really entails.

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