Brian Heller Email & Phone Number

New York, Ny, Us

Greater New York City Area

New York, Ny

• Chief Counsel of Investment Banking, KBW (May 2013-July 2018). • Legal Head of Investment Banking, Stifel Financial Corp. (January 2017-July 2018). • Managing Director and Deputy General Counsel, KBW and Stifel Financial Corp. (July 2011-July 2018). • Corporate Secretary, KBW (April 2013-July 2018). • Senior Vice President and Associate General Counsel, KBW (Nov 2006-July 2011) Chief counsel of investment banking, as well as general corporate counsel on a broad… Show more • Chief Counsel of Investment Banking, KBW (May 2013-July 2018). • Legal Head of Investment Banking, Stifel Financial Corp. (January 2017-July 2018). • Managing Director and Deputy General Counsel, KBW and Stifel Financial Corp. (July 2011-July 2018). • Corporate Secretary, KBW (April 2013-July 2018). • Senior Vice President and Associate General Counsel, KBW (Nov 2006-July 2011) Chief counsel of investment banking, as well as general corporate counsel on a broad base of commercial, securities and compliance, governance and benefits matters:• Investment banking experience includes extensive 1933 Act exposure (including JOBS Act) and senior level representation both for capital markets transactions and financial advisory/mergers and acquisitions services. • Commercial and operational experience includes contract drafting and negotiation on day-to-day corporate matters, as well as periodic advice regarding capital commitments and capital formation, development of product offerings and expansion into new geographies and lines of business. • Compliance experience includes extensive 1934 Act exposure and preparation of periodic SEC filings (10-Ks, 10-Qs and 8-Ks), drafting proxy statements and annual reports, advice regarding Section 16 and insider trading rules, monitoring Regulation FD compliance and responding to regulatory inquiries and review requests. • Corporate governance experience includes ongoing advice to boards of directors and management regarding Dodd-Frank and Sarbanes-Oxley compliance, SEC rules and regulations, securities exchange listing rules, NY/DE state corporate law and annual shareholder meetings. • Employee benefits experience includes review of executive employment, change of control, non-competition/solicitation and severance agreements, structuring long-term incentive plans and other incentive awards, and and plan registration with the SEC. Show less

Greater New York City Area

CAPITAL MARKETS. Lead attorney on public and private capital markets offerings for several issuers, underwriters, placement agents, private equity funds and selling stockholders: • Transactions include IPOs, follow-on and secondary offerings, block trades, Regulation D private placements, rights offerings, shelf filings and takedowns, LBOs, Rule 144A/Regulation S offerings and A/B exchange offers. • Securities offered include common stock, preferred stock, high-yield, investment… Show more CAPITAL MARKETS. Lead attorney on public and private capital markets offerings for several issuers, underwriters, placement agents, private equity funds and selling stockholders: • Transactions include IPOs, follow-on and secondary offerings, block trades, Regulation D private placements, rights offerings, shelf filings and takedowns, LBOs, Rule 144A/Regulation S offerings and A/B exchange offers. • Securities offered include common stock, preferred stock, high-yield, investment grade and convertible debt, income deposit securities and trust preferred securities. • Experience involves extensive 1933 Act exposure and includes negotiating underwriting and purchase agreements, debt covenants, indentures, registration rights agreements, comfort letters, legal opinions and selling stockholder documents. Also includes drafting prospectuses, offering memorandums and responding to SEC comments. MERGERS AND ACQUISITIONS. Representation of both acquirers and targets:• Representation of acquirers in both cash and stock-for-stock acquisitions of public companies, as well as all-asset purchases. Includes drafting and negotiating merger agreements, S-4 registration statements and other offering documents, diligencing targets and coordinating corporate reorganizations. • Representation of the special committee of target in management buyout, including advice regarding fiduciary duties and fairness of acquisition proposal. Show less

Greater New York City Area

Capital markets, securities law and mergers and acquisition experience at Dewey Ballantine is incorporated into description of experience at Mayer Brown, set forth above.

Jd, Law

Activities and Societies: Vanderbilt Law Review (Associate Managing Editor); West Publishing Company Award for Outstanding Scholastic.

Ab, English And Political Science