Daniel T. Brown attorney profile image

Daniel T. Brown

https://www.linkedin.com/in/danbrownlaw
dbrown@mmlawus.com
1001 G Street, N.W., Seventh Floor
Washington, DC 20001
T: (202) 661-7020
F: (202) 661-7059

Dan Brown is a member of Murphy & McGonigle’s Regulatory Enforcement Defense and Securities & Complex Commercial Litigation Practices. Both practices have been recognized as National Tier One for eight consecutive years in the U.S. News – Best Lawyers survey. He represents clients in securities enforcement matters, including parallel criminal cases, other regulatory matters, and complex commercial litigation. He also counsels clients on compliance with securities industry regulations covering regulated entity operations and disclosures related to the sale of securities and private company investments.

In over 25 years of practice, Dan has obtained favorable results for clients through his efforts and contributions before courts, regulators, and in negotiations to resolve disputes. Practitioners and judges regularly endorse Dan’s advocacy skills. To position for successful outcomes, Dan tailors his representation in each matter to pursue strategies leveraging opportunities and containing potential threats presented by the client’s circumstances.

While Dan was an attorney in the SEC’s Division of Enforcement in its Chicago office, he held the positions of Branch Chief, Senior Attorney, and Staff Attorney. At the SEC, he supervised and participated in a variety of matters including the successful prosecution of a federal court action seeking emergency relief, as well as accounting fraud, violations of Commission Rule 102(e), insider trading, broker/dealer supervision, investment adviser, investment company, market manipulation, fraudulent offering, misappropriation, transfer agent, and tender offer cases.

Dan is recognized for his experience with e-discovery and electronic records management issues. He has served on the faculty of the Georgetown University Law Center Continuing Legal Education Advanced E-Discovery Institute, conducted other CLE-related training, and advised clients on these matters. Dan maintains memberships in The Sedona Conference’s Electronic Document Retention and Production – Working Group 1, and Data Security and Privacy Liability – Working Group 11.

Dan is a member of Murphy & McGonigle’s leading FinTech & Blockchain Practice. The practice maintains the Blockchain Law Center (www.blockchainlawcenter.com), a content site featuring frequent updates, articles, and resources for financial services companies with a stake in legal and regulatory developments impacting blockchain technology.

After law school graduation, Dan began his career as a law clerk to the Honorable James L. Latchum of the U.S. District Court for the District of Delaware.

Practice Areas

Representative Matters

  • Defended a mortgage originator in multiple repurchase actions, including indemnification demands, a federal court indemnification action, and other pre-litigation demands by RMBS-deal counterparties and purchasers.

  • Counseled a company with regard to information management policies and practices during the course of on-going modernization of IT infrastructure, including negotiations of service provider contracts.

  • Represented multiple large financial institutions in connection with SEC and DOJ investigations of subprime mortgage-backed securities, focusing on origination, underwriting, and valuation issues.

  • Counseled public and non-public companies on disclosures in connection with periodic reporting and in connection with private investments.

  • Represented an insider trading defendant in a case of first impression before the Third Circuit Court of Appeals. In a precedential opinion, the appellate court held that Section 32 of the Securities Exchange Act prohibits imprisonment for violation of an SEC rule or regulation where the defendant demonstrates by a preponderance of the evidence that he did not know the substance of the rule or regulation at the time of violation.

  • Defended an investment advisor in an SEC investigation of allegedly deficient policies and procedures and the effectiveness of their implementation. Notwithstanding OCIE exam findings of violations, convinced Enforcement staff to close the matter without action.

  • Represented an executive of an automotive company in connection with a high-profile DOJ investigation of Clean Air Act violations.

  • Represented an accounting firm partner in an SEC investigation of audits for an investment advisor. The SEC charged the firm and the engagement partner with Commission Rule 102(e) violations based on audit failures but did not charge client.

  • Represented a taxpayer for IRS audits of multiple tax years. A Tax Court case for the first tax year resulted in a stipulated dismissal after the IRS Appeals Office reviewed and accepted the client’s tax return as initially filed. After audit of two subsequent tax years, the Appeals Office agreed to a compromise resolution where it accepted the client’s tax returns on the repeat issues and agreed to a minimal payment thereby ending further audits.

  • Defended a former executive of a public company’s subsidiary in an SEC enforcement action and parallel criminal proceeding arising from an alleged revenue recognition fraud. The Second Circuit vacated the client’s conviction after a jury trial on the basis of Dan’s arguments that demonstrated the clear error and substantial prejudice of the district court’s defective jury instructions.

  • Represented a public company audit committee in an internal investigation after a whistleblower had complained internally that the company was about to issue materially misstated financial statements. When presented with the investigation’s results, the whistleblower withdrew his assertion.

  • Represented managing directors of a business development company in parallel SEC and DOJ investigations.

  • Defended a broker in an SEC federal court action alleging fraud in connection with customer-directed mutual fund trading. Hired by client after and because the SEC filed its complaint against client and two co-defendants. Convinced the SEC that its case was fatally defective with regard to client, which led the SEC to voluntarily dismiss the action as to all defendants.

  • Represented a broker in defense of an SEC market timing investigation of customer-directed mutual fund trading that resulted in an SEC closing letter terminating the investigation as to client without charges.

  • Represented the president of a large clearing broker in an SEC investigation of market timing transactions directed by introducing broker clients. The SEC issued a closing letter terminating the investigation as to client without charges.

  • Retained by a large public company retailer to investigate allegations that salespeople in multiple locations across the country caused sales to be reported improperly in subsequent periods.

  • Represented two former senior executives of an information technology services company in an SEC investigation of alleged accounting issues, including percentage of completion accounting, in connection with a Department of Defense contract. The SEC did not charge either executive.

  • Represented two senior executives of a reinsurance company in investigations by the SEC and U.S. Attorney’s Office for the Southern District of New York regarding reinsurance transactions that allegedly lacked economic substance and were designed to smooth and defer earnings. The SEC did not charge either executive, although the company and two other executives later settled an SEC action.

  • Represented a pioneering online broker/dealer serving retail investors in regulatory inquiries and investigations concerning compliance with self-regulatory organization rules and strategic acquisitions of securities industry companies.

  • Represented two mutual fund complexes in investigations by the New York Attorney General and the SEC regarding mutual fund market timing customer arrangements that resulted in no action in one and a negotiated resolution in the other.

  • Represented international bank participants in a lending syndicate that was a creditor to a bankrupt telecommunications provider in assessing potential recoveries under various fraud theories.

  • Represented a broadband internet service provider in an emergency federal court action seeking to enjoin a joint venture partner from breaching its contractual obligations.

  • Defended an Israeli technology company in a putative class action alleging violations of the Securities Exchange Act arising from the company’s reporting of allegedly inflated revenues over several years.

  • Represented an automotive industry joint venture against patent infringement claims related to on-demand four-wheel drive systems.

  • Represented a financial services company in an SEC investigation of books and records related to the company’s transfer agent function and related financial disclosures. Following the investigation, the SEC closed the matter without initiating any enforcement action.

  • Represented a private Illinois-based college in disputes with former members of senior leadership and the board of trustees over undisclosed compensation, expenses, and petty cash and reimbursements.

  • Defended the Big Ten Conference in a race and disability discrimination case brought by a former football official. Obtained summary judgment against plaintiff’s claims after his failure to produce credible evidence of any discriminatory intent.

  • Publications

    Seminars and Presentations

    Education

    • J.D., with High Honors, Chicago-Kent College of Law (IIT), 1994
    • B.A., Philosophy, University of Delaware, 1991

    Admissions

    • District of Columbia
    • Illinois
    • U.S. Supreme Court and lower federal courts
    • U.S. Court of Federal Claims
    • U.S. Tax Court