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Lawyer Profile

Image of Dennis O. Garris

Dennis O. Garris

Alston & Bird LLP
  • Recognized Since:
    2005
  • Recognized in:
    Corporate Governance Law
    Corporate Law...
  • Website:
    http://www.alston.com
  • Location:
    The Atlantic Building
    950 F Street, NW
    Washington, DC 20004-1404

Dennis O. Garris is partner-in-charge of the firm’s Washington, D.C. office and is the former co-head of the firm’s securities, mergers and acquisitions practices. His practice focuses on securities and complex Securities and Exchange Commission (SEC) regulatory and disclosure matters and mergers and acquisitions. Mr. Garris is a nationally known expert on SEC regulatory matters, including the proxy rules, tender offer rules, going-private rules and beneficial ownership reporting rules. From October 1997 until early 2003, he served as chief of the Office of Mergers and Acquisitions, in the Division of Corporation Finance at the SEC. He began his career at the SEC in 1992.

As head of the SEC’s Office of Mergers and Acquisitions, Mr. Garris oversaw regulation of domestic and cross-border M&A transactions and the statutory and regulatory interpretive functions of the SEC as they relate to domestic and international tender offers, exchange offers and business combinations, issuer tender offers (including debt buybacks), proxy solicitations (both contested and non-contested), going-private transactions and beneficial ownership reporting. Mr. Garris worked closely with the SEC’s Division of Enforcement on enforcement matters involving M&A and beneficial ownership reporting issues.

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  • Lawyer Bio
  • Client Comments
  • Firm Details
  • Case History

Lawyer Bio

Dennis O. Garris is partner-in-charge of the firm’s Washington, D.C. office and is the former co-head of the firm’s securities, mergers and acquisitions practices. His practice focuses on securities and complex Securities and Exchange Commission (SEC) regulatory and disclosure matters and mergers and acquisitions. Mr. Garris is a nationally known expert on SEC regulatory matters, including the proxy rules, tender offer rules, going-private rules and beneficial ownership reporting rules. From October 1997 until early 2003, he served as chief of the Office of Mergers and Acquisitions, in the Division of Corporation Finance at the SEC. He began his career at the SEC in 1992.

As head of the SEC’s Office of Mergers and Acquisitions, Mr. Garris oversaw regulation of domestic and cross-border M&A transactions and the statutory and regulatory interpretive functions of the SEC as they relate to domestic and international tender offers, exchange offers and business combinations, issuer tender offers (including debt buybacks), proxy solicitations (both contested and non-contested), going-private transactions and beneficial ownership reporting. Mr. Garris worked closely with the SEC’s Division of Enforcement on enforcement matters involving M&A and beneficial ownership reporting issues.

  • Education
  • Bar Admissions
  • Affiliations
  • Award List
  • Additional Information
  • Lawyer of the Year Badge

Education:

  • Youngstown State University, BS, graduated 1989

Bar Admissions:

  • District of Columbia, The District of Columbia Bar

Affiliations:

  • Advisory Board, Deallawyers.com - Member
  • Advisory Committee, DC Bar Foundation - Member
  • American Bar Association Subcommittee on Proxy Statements and Business Combinations of the Federal Regulation of Securities Committee - Vice-chair, and former Chair
  • Board of Governors, Ford’s Theatre - Member
  • Friends of Ballou, Ballou Senior High School, Washington, D.C. - Board Member

Named "Lawyer of the Year" by Best Lawyers for:

  • Corporate Governance Law, Washington, DC (2013)
 

Recognized in The Best Lawyers in America for work in:

  • Corporate Governance Law
  • Corporate Law
  • Mergers and Acquisitions Law
  • Securities Regulation

Special Focus:

  • COVID-19
 

Lawyer Client Comments

Firm Details

Image for Alston & Bird LLP View Firm Profile
Alston & Bird LLP
http://www.alston.com
 
Headquarters
One Atlantic Center, Suite 4900
1201 West Peachtree Street
Atlanta, GA 30309-3424
(404) 881.7000
13 Office Locations
in 4 Countries

China: Global Firms

China: Global Firms

Beijing, China: Global Firms

Hanwei Plaza

West Wing, Suite 21B2

No. 7 Guanghua Road

Chaoyang District

Beijing 100004

China: Global Firms

86 10 8592 7500

Get Directions

Belgium

Belgium

Brussels, Belgium

Level 20 Bastion Tower

5 Place du Champ de Mars

Brussels B-1050

Belgium

32 2 550 3700

Get Directions

United States

United States

North Carolina

North Carolina

Charlotte, NC

Bank of America Plaza, Suite 4000

101 South Tryon Street

Charlotte, NC 28280-4000

United States

(704) 444.1000

Get Directions

Texas

Texas

Dallas, TX

Chase Tower, Suite 2300

2200 Ross Avenue

Dallas, TX 75201

United States

(214) 922.3400

Get Directions

Fort Worth, TX

3700 Hulen Street

Building Three

Suite 150

Fort Worth, TX 76107

United States

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United Kingdom

United Kingdom

London, United Kingdom

5th Floor, Octagon Point, St. Paul’s

5 Cheapside

London EC2V 6AA

United Kingdom

44 0 20 3823 2225

Get Directions

United States

United States

California

California

Los Angeles, CA

333 South Hope Street, 16th Floor

Los Angeles, CA 90071-3004

United States

(213) 576.1000

Get Directions

New York

New York

New York, NY

90 Park Avenue, 15th Floor

New York, NY 10016-1387

United States

(212) 210.9400

Get Directions

North Carolina

North Carolina

Raleigh, NC

555 Fayetteville Street, Suite 600

Raleigh, NC 27601-3034

United States

(919) 862.2200

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California

California

San Francisco, CA

560 Mission Street, Suite 2100

San Francisco, CA 94105-0912

United States

(415) 243.1000

Get Directions

East Palo Alto, CA

1950 University Avenue, Suite 430

East Palo Alto, CA 94303

United States

(650) 838.2000

Get Directions

District of Columbia

District of Columbia

Washington, DC

The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

United States

(202) 239.3300

Get Directions

Lawyer Case History

Experience

  • While at the SEC, Mr. Garris was the primary architect of Regulation M-A, the current federal regulatory scheme for mergers and acquisitions, and supervised the adoption of the Cross-Border Tender Offer Exemptions, the current federal regulatory scheme for cross-border tender offers (SEC Releases Nos. 33-7759 and 33-7760, October 1999). Mr. Garris authored the SEC’s 1998 release amending the beneficial ownership reporting rules by creating a “passive investor” category for Schedule 13G and providing significant interpretive guidance on attribution of beneficial ownership between related entities and determining passive/non-passive investment intent. Mr. Garris spearheaded the SEC’s first enforcement cases against the fraudulent use of “mini-tender offers” and authored the SEC’s interpretive release on mini-tender offers in 2000.
  • Adjunct professor of law at Georgetown University Law Center, where he taught the course Takeovers, Mergers and Acquisitions from 1996 - 2010.
  • Counsel to a worldwide leader in automotive safety in connection with corporate, securities and mergers and acquisitions.

Part 2

  • Counsel to a number of large investment firms and financial services firms with respect to beneficial ownership reporting, proxy and tender offer issues.
  • Counsel to the leading provider of electronic road shows for capital raising transactions in the United States and worldwide.
  • Counsel to one of the world’s largest home improvement companies.
  • Counsel to a restaurant company in the successful defense of a proxy contest led by a group of hedge funds.
  • Counsel to a technology company in the successful defense of a hostile takeover.
  • Counsel to the director nominees of an acquirer in the successful hostile acquisition of a U.S. pharmaceutical company.
  • Counsel to a technology company in its buyback of common stock and related settlement of a proxy contest by a significant shareholder of the company.
  • Counsel to the third-largest integrated poultry company in the United States in defense of a hostile takeover and subsequent negotiated sale for $1.25 billion.
  • Counsel to a large investment bank acting as a financial advisor for a $9.2 billion reverse Morris Trust spin-off and merger of telecommunication companies.
  • Counsel to various investment banks acting as financial advisors in M&A transactions.
 
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