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W. Brinkley Dickerson Jr.: Lawyer with Troutman Sanders LLP

W. Brinkley Dickerson Jr.

LinkedIn
Partner, Business Law
Atlanta,  GA  U.S.A.
Phone404.885.3822

Peer Rating
 5.0/5.0
AV® Preeminent

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Practice Areas

  • Securities & Corporate Governance
  • Securities Litigation
  • Mergers, Acquisitions & Business Ventures
 
University Emory University, B.B.A., 1978; Emory University, M.B.A., with honors, 1982
 
Law SchoolEmory University, J.D., with honors, 1982
 
Admitted1982, Georgia and Illinois; U.S. Court of Appeals for the Seventh Circuit
 
Memberships State Bar of Georgia (Chairperson, 1997-1998, Vice-Chairperson, 1996-1997 and Secretary, 1995-1996, Corporation and Business Law Committee); Chicago Bar Association (Chairperson, Merger, Acquisition and Takeover Subcommittee, 1993-1996).

 
BornSan Mateo, California, 1956
 
Biography

Brink is a leading securities and transactional attorney. His securities practice focuses on the routine periodic disclosure obligations of public companies, and his clients include:

· AGCO Corporation, a leading manufacturer of farm equipment including Massey Ferguson tractors

· Arris Group, Inc., the leading provider of "last mile" equipment for hybrid fiber-coaxial broadband technology

· Zale Corporation, a retail jeweler operating under the brands Zales, Gordon's and Peoples

· CompuCredit Corporation, a sub-prime credit card company

· American Safety Insurance Group, Ltd., a diversified insurance company

· Schweitzer-Mauduit International, Inc., a manufacturer of specialty paper

· Belden Inc., a manufacturer of wire and other signal transmission products

· US 1 Industries, a trucking company

Brink also advises a number of other publicly traded companies, including Southern Company and PNM Resources, on a more occasional basis, and he regularly advises e-commerce and other start-ups with respect to venture capital and other financing issues.

Brink has a significant practice counseling companies (including their audit committees) that are subject to SEC investigations of accounting and other issues and are exposed to potential re-audits and restatements.

In the mergers and acquisitions area, Brink has been responsible for over 100 transactions, including five tender offers and acquisitions in over twenty different industries (and often the related equity and commercial financings). Several of these transactions involved the purchase of foreign businesses or had other international components, most often in the European Community.

Representative M&A Experience

The acquisition by AGCO of Ag-Chem, the Challenger division of Caterpillar, the Sunflower division of SPX, and Valtra.

The acquisition by ARRIS of a division of Nortel, TSX, Cadant, C-COR and Digeo.

The acquisition of Beverly Enterprises, a national chain of nursing homes.

The combination of Illinova Corporation and Dynegy, Inc. in one of the largest utility transactions ever.

The sale of Allied Van Lines to National Freight Consortium P.L.C.

The merger of two alternate long distance carriers.

A series of acquisitions of cable and wire distributors for Anixter Inc.

The divestiture of several Borg-Warner subsidiaries.

The sale of several second generation family owned businesses including an electric motor manufacturer, the largest independent medical malpractice insurer, and the largest manufacturer of hearing aids.

Two tender offer acquisitions for Laidlaw, a tender offer for a steel tube manufacturer and two tender offers for consumer products companies.

Several acquisitions of consumer products manufacturers for Newell Rubbermaid.

Fourteen acquisitions of industrial products manufacturers for privately held Tuthill Corporation.

Several leveraged buy-outs, including Wickes Lumber Company.

Presentations and Speaking Engagements

Brink has spoken at over 100 seminars for the SEC Institute, Georgia Institute for Continuing Leal Education, Chicago Bar Association, and other bar and educational groups, most often with regard to basic securities disclosure, ethics and corporate governance matters, but occasionally with respect to mergers and acquisitions. Since 1997 he has co-chaired a series of over 40 seminars for the SEC Institute throughout the United States entitled "Staying Out of Trouble . . . With the SEC." Annually he speaks on securities law disclosure at PricewaterhouseCoopers' annual seminar for accountants in Atlanta.

Publications

Wit Capital Brings Order to the Internet, 3 wallstreetlawyer.com 8, September 1999.

Up Against the Bulk Sales Act, 22 UCC L.J. 344 (1991).

Three Contrarian Views: No Disclosure Committee, No Backup Certificates, and No Meeting Notes, 6 WallStreetLawyer 7, December 2002.

Disclosure Controls and Procedures, 6 WallStreetLawyer 10, October 2002.

Brink has authored, co-authored or edited over thirty Sarbanes-Oxley and Dodd Frank articles and memorandums.

Civic Activities

Member of the Board of Advisors, SEC Institute

Member of the Board of Advisors, corporatecounsel.net

Director and Treasurer of the American Friends of Versailles

Director of Chastain Park Civic Association

Chairman of Atlanta Neighborhood Planning Unit A (Buckhead)

Other Distinctions

Listed as a 2009 "Leaders in Their Field" attorney and selected as a Georgia Leading Lawyer in Corporate/M&A by Chambers USA (2010-2011).

Achieved Martindale-Hubbell's highest rating for legal ability and ethical standards.

Selected as a Super Lawyer by Law & Politics and Atlanta Magazine for Corporate Finance Law excellence (2004-2011).

Recognized in The Best Lawyers in America in Corporate Law, Securities/Capital Markets Law and Securities Regulation Law (2005-2012).

Named to Georgia Trend magazine's Legal Elite in Corporate Law (2004-2010).

Work Experience

Partner, Troutman Sanders LLP, 1999-present

Partner, Schiff Hardin LLP, 1989-1998

Associate, Schiff Hardin LLP, 1985-1988

Associate, Quarles & Brady, 1982-1985

Memberships

· Georgia Bar Association

· Corporation and Business Law Committee (Chairperson, 1997-1998; Vice-Chairperson, 1996-1997; Secretary, 1995-1996)

· Chicago Bar Association

· Merger, Acquisition and Takeover Subcommittee (Chairperson, 1993-1996)

 
ISLN907865689
 

Documents by this lawyer on Martindale.com

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A World Without ISS?
W. Brinkley Dickerson,Eric A. Koontz,David I. Meyers,Vincent J. Pisano,Candice L. Priest, February 10, 2012
Bear with us for a minute . . . Imagine a scenario where every public company decides to follow the gospel of ISS - whole-hog, 100% of the way. They all elect independent chairmen, do away with poison pills, implement majority voting and proxy access, have only super-independent directors and even...

NYSE Narrows Broker Discretionary Voting
David M. Carter,W. Brinkley Dickerson,Eric A. Koontz,David I. Meyers,Vincent J. Pisano, February 6, 2012
On January 25, 2012, the NYSE announced changes to the application of Rule 452 to certain management-supported corporate governance proxy proposals. These changes, which are effective immediately, limit the discretionary authority of brokers to vote their customers’ shares without specific...

When 51% Does Not Equal a Majority
Susan Stoops Ancarrow,W. Brinkley Dickerson,Eric A. Koontz,David I. Meyers,Vincent J. Pisano, November 14, 2011
Institutional Shareholder Services has released its 2012 Draft Policies, and, given its activist-centric approach to corporate governance, it is not surprising that the proposed approach to responding to management say-on-pay votes defies both logic and shareholder prerogative.



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Office Information

W. Brinkley Dickerson Jr.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, GA 30308-2216




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