Brian V. Breheny

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, Legal and Regulatory Policy. In his position as chief of the Office of Mergers and Acquisitions, Mr. Breheny oversaw the legal and technical aspects of the administration of the Securities Act of 1933 as it related to tender offers and mergers; the proxy, beneficial ownership reporting, tender offer and going-private provisions of the Securities Exchange Act of 1934; and the rules, regulations, forms and procedures promulgated to implement these statutory provisions. As deputy director, he was a member of the senior staff of the Commission with responsibility for the Division’s legal and regulatory policy support offices (Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business Policy and Enforcement Liaison).

During his tenure with the SEC, Mr. Breheny assisted the Commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications. He received a number of awards from the Commission for his service, including the Law and Policy Award for his work with the SEC’s Office of
Legislative Affairs on the Dodd-Frank Act; the Regulatory Simplification Award for his work on the amendments to the tender offer best-price rule; the Supervisory Excellence Award, for his leadership of the Office of Mergers & Acquisitions; and the Equal Employment Opportunity Award for his participation with the development and presentation of an advanced securities law class at Howard University School of Law.

Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his seven years in private practice, he advised clients engaged in a broad range of merger and acquisition transactions, securities issuances, private equity investments, banking and public financings, fund formations and corporate reorganizations. Mr. Breheny began his career as a certified public accountant with KPMG LLP.

Mr. Breheny has lectured extensively on topics such as mergers and acquisitions, corporate governance and the federal proxy rules and shareholder voting. He was an adjunct securities law faculty member at the Georgetown University Law Center for a number of years. Mr. Breheny continues to lecture at Georgetown, Howard University School of Law and Florida International University School of Law.

Mr. Breheny was recently honored by The National Association of Corporate Directors as part of its Directorship 100 – a combination of leading corporate directors, corporate governance practitioners and public policy leaders who are recognized as the most influential people in the boardroom and the corporate governance arena.

Bar Admissions
New York

Areas of Emphasis
Mergers and Acquisitions, Securities Regulation, Corporate Finance and Corporate Governance

Education
J.D., St. John’s University School of Law, 1996 (cum laude; Editor, St. John’s Journal of Legal Commentary; Member, New York International Law Review)
B.S., St. John’s University, 1990

Government Service
Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission (2007-2010)
Chief, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission (2003-2007)

Associations/Affiliations
Vice-Chairman, Proxy Statements and Business Combinations, Subcommittee, Federal Regulation of Securities Committee, American Bar Association
Member, Securities Law Committee, Society of Corporate Secretaries and Governance Professionals
Member, Board of Advisors, TheCorporateCounsel.net Adjunct Securities Law Professor, Howard University School of Law
Member, St. John's University Board of Governors
Member, Board of Advisors, Fair Chance DC

Certifications
Certified Public Accountant