Diversity & Inclusion
SEC Reporting and Compliance, Mergers and Acquisitions, Corporate Finance and Corporate Governance
Brian V. Breheny concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters. Since joining Skadden, Mr. Breheny has advised numerous clients on a full range of SEC compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations, and the federal proxy rules.
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 at 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.
Before joining the SEC, Mr. Breheny worked at another international law firm in its New York and London offices. During his previous 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 has served as an adjunct securities law faculty member at the Georgetown University Law Center and Howard University School of Law. Mr. Breheny repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100, an annual list that identifies the most influential people in the boardroom community. He also has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, where he’s described as bringing "a practical spin to the analysis of securities laws" and offering "an important perspective about how the SEC can be involved in the various components of a public company," Best Lawyers in America and The International Who’s Who of Corporate Governance Lawyers.
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 (highest honors)
Chairman (2012-2015) and Vice Chairman (2010-2011; 2016-current), Proxy Statements and Business Combinations, Subcommittee, Federal Regulation of Securities Committee, American Bar Association
Member, Board of Directors, Society of Corporate Governance (formerly, the Society of Corporate Secretaries and Governance Professionals)
Member, Board of Directors, and Treasurer, Association of Securities and Exchange Commission Alumni, Inc.
Member, Advisory Board, Annual Institute on Securities Regulation and The SEC Institute, Practising Law Institute
Member, Advisory Board, Securities Regulation Institute, Northwestern University School of Law
Member, Board of Advisors, TheCorporateCounsel.net
Member, Washington, D.C. Steering Committee, Williams Institute, UCLA Law School
Member, Washington, D.C. Leadership Committee, Lambda Legal
Member, Board of Directors, Treasurer, and Finance Committee, The National LGBT Bar Association (2012-2015)
Member, St. John’s University Board of Governors
Member, Board of Advisors, Fair Chance DC
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)
Certified Public Accountant