W. Brinkley Dickerson Jr.

Partner

Atlanta
Business Phone: 404.885.3822
Business Fax: 404.962.6743

brink.dickerson@troutmansanders.com

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Brink is a leading securities and transactional attorney. His securities practice focuses on the routine periodic disclosure obligations of public companies, and his clients include:

  • Domtar Corporation, a leading sustainable paper company
  • AGCO Corporation, a leading manufacturer of farm equipment including Massey Ferguson tractors
  • Arris Group, Inc., the leading provider of “last mile” equipment for hybrid fiber-coaxial broadband technology
  • Zale Corporation, a retail jeweler operating under the brands Zales, Gordon's and Peoples
  • Atlanticus Holdings Corporation, a sub-prime credit card company
  • American Safety Insurance Group, Ltd., a diversified insurance company
  • Schweitzer-Mauduit International, Inc., a manufacturer of specialty paper
  • Belden Inc., a manufacturer of wire and other signal transmission products
  • US 1 Industries, a trucking company

Brink also advises a number of other publicly traded companies, including Southern Company and PNM Resources, on a more occasional basis, and he regularly advises e-commerce and other start-ups with respect to venture capital and other financing issues.

Brink has a significant practice counseling companies (including their audit committees) that are subject to SEC investigations of accounting and other issues and are exposed to potential re-audits and restatements.

In the mergers and acquisitions area, Brink has been responsible for over 100 transactions, including five tender offers and acquisitions in over twenty different industries (and often the related equity and commercial financings). Several of these transactions involved the purchase of foreign businesses or had other international components, most often in the European Community.

Representative M&A Experience
The acquisition by Domtar of Attends and EAM.

The acquisition by AGCO of Ag-Chem, the Challenger division of Caterpillar, the Sunflower division of SPX, Valtra and GSI.

The acquisition by ARRIS of a division of Nortel, TSX, Cadant, C-COR, Digeo and BigBand.

The acquisition of Beverly Enterprises, a national chain of nursing homes.

The combination of Illinova Corporation and Dynegy, Inc. in one of the largest utility transactions ever.

The sale of Allied Van Lines to National Freight Consortium P.L.C.

The merger of two alternate long distance carriers.

A series of acquisitions of cable and wire distributors for Anixter Inc.

The divestiture of several Borg-Warner subsidiaries.

The sale of several second generation family owned businesses including an electric motor manufacturer, the largest independent medical malpractice insurer, and the largest manufacturer of hearing aids.

Two tender offer acquisitions for Laidlaw, a tender offer for a steel tube manufacturer and two tender offers for consumer products companies.

Several acquisitions of consumer products manufacturers for Newell Rubbermaid.

Fourteen acquisitions of industrial products manufacturers for privately held Tuthill Corporation.

Several leveraged buy-outs, including Wickes Lumber Company.

Presentations and Speaking Engagements
Brink has spoken at over 150 seminars for the SEC Institute, Georgia Institute for Continuing Leal Education, Chicago Bar Association, and other bar and educational groups, most often with regard to basic securities disclosure, ethics and corporate governance matters, but occasionally with respect to mergers and acquisitions. Since 1997 he has co-chaired a series of over 40 seminars for the SEC Institute throughout the United States entitled “Staying Out of Trouble . . . With the SEC.” Annually he speaks on securities law disclosure at PricewaterhouseCoopers’ annual seminar for accountants in Atlanta.

Publications
Quoted, "Law Firm Asks for Alternative Conflict Minerals Disclosure Rule," Bloomberg BNA, September 18, 2013.

Quoted, "Law Firm Files Petition for Alternative Conflict Minerals Disclosures," Compliance Week, September 12, 2013.

Brink has authored, co-authored or edited over thirty Sarbanes-Oxley and Dodd Frank articles and memorandums.

Three Contrarian Views: No Disclosure Committee, No Backup Certificates, and No Meeting Notes, 6 WallStreetLawyer 7, December 2002.

Disclosure Controls and Procedures, 6 WallStreetLawyer 10, October 2002.

Wit Capital Brings Order to the Internet, 3 WallStreetLawyer 8, September 1999.

Up Against the Bulk Sales Act, 22 UCC L.J. 344 (1991).

Civic Activities
Member of the Board of Advisors, SEC Institute
Member of the Board of Advisors, corporatecounsel.net
Director and Treasurer of the American Friends of Versailles
Director of Chastain Park Civic Association
Chairman of Atlanta Neighborhood Planning Unit A (Buckhead)

Other Distinctions
Listed as a 2009 "Leaders in Their Field" attorney and selected as a Georgia Leading Lawyer in Corporate/M&A by Chambers USA (2010-2014).

Achieved Martindale-Hubbell's highest rating for legal ability and ethical standards.

Selected as a Super Lawyer in Securities & Corporate Finance by Law & Politics and Atlanta Magazine (2004-2014).

Recognized in The Best Lawyers in America in Corporate Law, Securities/Capital Markets Law and Securities Regulation (2005-2014).

Named to Georgia Trend magazine’s Legal Elite in Corporate Law (2004-2013).

Work Experience
Partner, Troutman Sanders LLP, 1999-present
Partner, Schiff Hardin LLP, 1989-1998
Associate, Schiff Hardin LLP, 1985-1988
Associate, Quarles & Brady, 1982-1985

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Education

  • Emory University, J.D./M.B.A., with honors, 1982
  • Emory University, B.B.A., 1978


Bar Admissions

  • Georgia
  • Illinois


Court Admissions

  • U.S. Court of Appeals for the Seventh Circuit
  • U.S. District Court for the Northern District of Illinois


Memberships

  • Georgia Bar Association
  • Corporation and Business Law Committee (Chairperson, 1997-1998; Vice-Chairperson, 1996-1997; Secretary, 1995-1996)
  • Chicago Bar Association
  • Merger, Acquisition and Takeover Subcommittee (Chairperson, 1993-1996)