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Bryan Brewer

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H. Bryan Brewer III is a partner in Crowell & Moring's Corporate, Privacy and Cybersecurity,  and International Trade groups.

Bryan is experienced in matters related to mergers and acquisitions, public securities, government contracts, intellectual property licensing and counseling, venture capital, export controls, and general corporate governance issues that affect both for-profit and non-profit companies. Included in this experience is a focus on the intersection of corporate and cybersecurity and privacy as well as counseling with companies focused on digital transformation issues.

In addition to his corporate transactional practice, Bryan has over two decades of experience acting as special counsel to corporate trusts and trustees in the context of complex corporate transactions. Bryan has advised trusts in transactions relating to securitization, environmental, bankruptcy/liquidation, royalty, equipment, college/university, and the insurance verticals. He has advised and coordinated counseling on a wide range of matters impacting trusts and trustees, including general corporate and trust structuring matters, trust agreements, fiduciary duties, due diligence and trustee obligations under Delaware law, public securities and SEC filing obligations of publicly traded trusts, bankruptcy, litigation, tax, and matters relating to conflict of interest.

Bryan provides counseling for both public companies and privately held corporations on mergers and acquisitions, regulatory compliance, and securities issuances. He is experienced in providing advice on the corporate aspects of technology, life sciences, and government contracts. Bryan has counseled on digital strategy and technology in the autonomous vehicle, internet of things, artificial intelligence, and other transformative technology verticals. He also has advised emerging research-based companies with respect to the legal issues associated with the development of vaccines (including vaccines based on virus-like particles) and discovery of small molecules targeting emerging infectious agents, biodefense companies specializing in the development and commercialization of medical countermeasures against chemical and biological threats, and foundations focusing on biomedical research projects bringing the public sector (NIH) and the private sector (pharmaceutical, biotech, and other companies, foundations, and academia) together to solve persistent health challenges. Bryan's experience involves counseling with respect to awards, RFPs, solicitations, teaming agreements, joint venture agreements, subcontracts, intellectual property, and licensing issues and positioning with respect to the National Institutes of Health (NIH), U.S. Army Medical Research Institute of Infectious Diseases (USAMRIID), National Institute of Allergy and Infectious Diseases (NIAID), U.S. Department of Health and Human Services (DHHS), Biomedical Advanced Research and Development Authority (BARDA), and other governmental agencies.

He is also experienced in providing corporate/business counseling and strategic advice for rapidly expanding start-up and pre-IPO companies. He has clients in a number of sectors including government contractors, energy, life sciences, technology, telecommunications, media and the financial markets. He has also worked on numerous matters related to International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), Committee on Foreign Investment in the United States (CFIUS) and regulatory and export compliance matters generally. He also counsels clients on transactional aspects of intellectual property rights and strategies and has experience in formulating, negotiating and implementing intellectual property licensing agreements, technology transfer programs, technology acquisitions, and copyright and trade secret protection programs.

Bryan has deep experience in working with trade associations on their transactional and corporate challenges and transactions. He has acted as outside counsel on numerous corporate matters and transactions for trade associations. Bryan has counseled numerous non-profit corporations on formation, licensing and related contract and intellectual property issues in a variety of industries. Bryan has authored numerous articles and frequently speaks on such topics as mergers & acquisitions, securities, venture capital, intellectual property, export controls and other emerging business issues.

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As the latest 10-K filing period for corporations draws to a close, the Securities and Exchange Commission (SEC) is expected to intensify its scrutiny on whether companies’ filings adequately disclose both information security breaches that occurred in the past, and the material risks due to cyber threats such companies face in the future.  Since the Senate Commerce Committee focused greater attention upon corporate cybersecurity in a letter to the SEC on May 12, 2011, momentum has been building for expanded corporate disclosure of cybersecurity safeguards and security breaches.  In October 2011, the SEC issued guidance that publicly traded companies have a duty to disclose “material information regarding cybersecurity risks and cyber incidents” where failure to do so would make other disclosures misleading.  Recent developments both inside and outside the SEC show that corporations can expect an even brighter spotlight this year upon their cybersecurity efforts – and shortfalls.  Now more than ever, publicly traded companies need to be prepared to address, whether in responses to SEC comment letters or in preparing future filings, what material risks they may have due to cyber threats and whether they have taken steps to address such risks and vulnerabilities.

Recent Developments:

In its 2013 Examination Priorities, the SEC identified a number of “risk areas” attracting its focus, including enterprise risk management and companies’ “governance and supervision of information technology systems for topics such as operational capability, market access, and information security, including risks of system outages, and data integrity compromises that may adversely affect investor confidence.”  These Examination Priorities were published on February 21, 2013, one week after the President issued an Executive Order on improving critical infrastructure cybersecurity, and several days after the release of the Mandiant report, which tied the Chinese military to cyberattacks on over 140 U.S. and other foreign corporations and entities.
Continue Reading Putting the SEC Spotlight on Corporate Cyber Risks