Donald Brodsky

BakerHostetler

Biography

Concentrating on federal securities laws matters, Don Brodsky focuses his practice on representing public companies in the energy industry in their capital markets transactions and acquisitions and dispositions, while also counseling boards of directors and management on a wide range of corporate governance and securities compliance issues. In the course of serving as long-term outside general counsel to multiple NYSE-listed companies, he values providing pragmatic input based upon knowing his clients’ businesses, concentrating on the most practical ways to shape legal solutions. Don believes that careful thought, creativity, and solid experience-based advice can greatly improve clients' business flexibility.

 

Experience

 

Mergers and Acquisitions

  • Led BakerHostetler team representing Denbury Resources Inc. in $4.5 billion merger of Encore Acquisition Company into Denbury, the second largest E&P deal in the U.S. in 2009, making Denbury one of the largest oil-focused independents in North America.

Capital Market Transactions

  • Lead lawyer in over 100 public offerings by clients of equity and debt, with 20 offerings in the last 10 years raising $5 billion, including $1.2 billion of 4.625% senior subordinated debt offering in 2013, the lowest yield ever for comparable securities.

Public Company Counseling

  • Advise public clients on their SEC periodic reporting, press releases, and investor presentations; dividends of stock and cash and stock repurchase programs; proxy statements and annual meetings; executive employment and separation matters; equity compensation plan design and drafting; board of directors independence; general public disclosure obligations, including Dodd-Frank and Sarbanes-Oxley compliance; internal restructuring and holding company organization; takeover defensive measures; internal investigations; and a wide range of corporate governance counseling.

Master Limited Partnerships

  • Led representation of independent directors of MLP general partners in "special approval" of conflicted merger and acquisition transactions, including directors of EPE GP Holdings L.P. in its $8 billion merger into Enterprise Products Partners L.P., and directors of Duncan Energy Partners L.P. in its $3.3 billion acquisition by Enterprise Products.
  • Headed representation of E&P master limited partnership in $1 billion of property acquisitions through drop-downs in 2012 to 2013.
  • Lead counsel for three public clients that owned the general partners of master limited partnerships in both the midstream and E&P sectors, including advice on qualified income, structural, governance and conflict-of-interest issues.

 

Outside General Counsel

  • Served as outside general and securities counsel for Swift Energy Company for 33 years and for Denbury Resources Inc. for 18 years.

 

Admissions

  • Texas, 1973

 

Education

  • J.D.,
  • The University of Texas School of Law, 1973;
  • Member, Texas Law Review
  • B.A.,
  • Duke University, 1970,
  • Who's Who in American Colleges and Universities