Brian V. Soares counsels public companies with respect to federal securities laws, corporate governance, and activist shareholder campaigns. Before joining Morgan Lewis, Brian served as an attorney-adviser with the US Securities and Exchange Commission (SEC) in the Division of Corporation Finance, where he worked on several transactional and securities compliance matters, including initial public offerings, M&A transactions, and proxy statements. Brian is a native Portuguese speaker.
Brian also worked on the Division’s Disclosure Effectiveness Initiative, helping draft the SEC Concept Release on Business and Financial Disclosure Required by Regulation S-K. In addition, he was a member of the Rule 14a-8 Shareholder Proposal Taskforce in the Office of the Chief Counsel for three proxy seasons. While in law school, Brian interned in the SEC’s Office of International Affairs, where he worked on multiple enforcement matters and investigations.
Represented the underwriters in a $600 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes by a leading global producer of glass fiber reinforcements
Represented a multinational manufacturer and marketer of consumer products in a $400 million public debt offering of Senior Notes
Represented the underwriters in a $400 million public debt offering of Senior Notes by a leading global producer of glass fiber reinforcements
Represented a leading global finfish aquaculture company in a $300 million Rule 144A offering of Senior Notes to finance the acquisition of a nutritional product company
Represented a leading gas and utility company in its public offering of $100 million of Secured Medium Term Notes
Represented a financial holding company in a public resale offering of 20 million shares of its common stock
Proxy Contests and Activist Campaigns
Counsel to a publicly-held mortgage REIT in its defense against a proxy contest
Counsel to a publicly-held provider of social media mobile applications in its defense against a threatened proxy contest
Counsel to a publicly-held telecommunication company in its defense against a proxy contest
Counsel to a publicly held investment holding company in its defense against a proxy contest
American University, Washington College of Law, 2012, J.D., cum laude