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Graeme S.R. Brown

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Phone: (617) 489-0817
Fax: (253) 830-7396

464 Common St
#354
Belmont, Massachusetts 02478

Areas of Practice

Graeme advises a wide variety of clients, including individuals, investors, restauranteurs, scientists, real estate developers and services companies, telecommunications companies, and a major public transportation agency. He has assisted clients with advice and representation on regulatory, statutory, and litigation issues as well as on ethics and conflict of interest matters.

Graeme’s practice emphasizes business law, including contracts, employment law, litigation and litigation management, financings and government procurement. Graeme has more than 20 years of significant experience, with 7 years as in-house counsel to publicly-traded companies, 6 years with a public agency, 5 years in private law practice and, prior to law school, 14 years working with various financial services entities including National Westminster Bank PLC and Fleet National Bank. Graeme draws on a depth of experience dealing with a broad spectrum of controversies and business issues.

Work for Clients

Litigation

  • Litigation management as in-house counsel – 75 files with cases in several jurisdictions
  • Representation of plaintiffs and defendants regarding various business controversies such as breaches of contract, water flow liability, breach of partnership agreement.
  • Representation of employers and employees with respect to employment disputes including discrimination, violation of non-competition agreements and breach of contract

Contracts

  • Public agency force accounts
  • Public agency interagency agreements
  • 20-facility parking services client, management contract
  • 20-facility parking services client, pay-by-phone procurement and contact documents
  • 20-facility parking services client, procurement of violations processing equipment, software and related services
  • 20-facility parking services client, lease terminations
  • 20-facility parking services client, new facility leases and licenses
  • As in-house counsel for NYSE client, drafted over 100 customer contracts
  • Represented NYSE-listed company with respect to equipment lease agreements
  • Various real estate contracts, licenses and easements
  • Vendor contracts
  • Telecommunication service provisioning contracts
  • Technology license agreements
  • Customer contracts for A/R management company
  • Shareholder buy-sell agreements

Employment Law

  • NYSE-listed company with respect to employment and noncompetition agreements as well as various employee issues
  • NASDAQ-listed company with respect to 2 Reductions in Force (RIF)
  • Former employees with respect to termination rights, discrimination claims and separation packages
  • Litigation

Public Sector

  • Technology licenses and pilot programs
  • ADA Paratransit services procurement
  • ADA Paratransit eligibility criteria
  • ADA Paratransit taxi pilot program
  • Procurement methods including Construction Management at Risk and Design Build (M.G.L. c. 149A) – three transit garages
  • Requests for qualifications (RFQ) and requests for proposals (RFP)
  • Transit-oriented developments (TODs)
  • Ethics compliance issues (M.G.L. c. 268A) including conflicts of interest
  • Disadvantaged business enterprise (DBE) requirements and goals
  • Commercial real estate matters
  • Procurement and divesting of transit facility art work
  • Vendor contracts including technology licenses
  • Contract disputes/litigation
  • Facility accessibility issues
  • Federal/state jurisdiction issues
  • Various transportation issues

Mergers and Acquisitions

  • Acquisition and divestiture of several businesses
  • Represented NASDAQ company with respect to the acquisition of 3 businesses adding $110 million in sales to the company
  • Represented telecommunications, consulting, collections, restaurant and commercial laundry companies

Capital Raising/Financing

  • $200 million credit facility
  • $150 million notes offering
  • $5 million commercial mortgage loan
  • 16 convertible preferred stock issuances raising $20 million

Corporate Governance

  • NYSE stock exchange filings
  • NASDAQ stock exchange listing issues
  • Incentive Stock Options
  • Drafting and filing of proxy statements and other SEC filings
  • Insider trading policy and procedures
  • Document retention policy
  • Corporate secretarial matters
  • Minority shareholder rights
  • Director liability
Legal Positions

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY / Boston, MA 8/1/2009 - present
Of Counsel - business and technology counsel.

MBTA

Provide legal guidance to MBTA business units utilizing my business, transactional and litigation experience and skills. Draft and negotiate documents including vendor agreements, management agreements, construction contracts, RFP/IFB documents, and technology licenses.

  • Matters include technology licenses with respect to security, transit asset management (EAMS), parking management, and cashless payment systems; new data security laws, privacy protections required by Gramm-Leach-Bliley Act; ADAAG compliance with respect to altered and newly constructed bus stops and transit stations. Other key matters include state ethics compliance, transit oriented development (TOD) projects, DBE participation in federally funded construction projects, procurement and construction contracts for parking garages (Construction Manager at Risk, or CMR, procurements) and the Green Line Extension Project (Construction Manager/ General Contractor, CMGC procurement), and general corporate issues.
  • Counsel to Parking Services business group (18 parking facilities) including procuring facilities management contracts and payment systems contracts such as the pay-by-phone technology solution.
  • Counsel to The RIDE (MBTA’s nation-leading ADA para-transit service) including services eligibility issues and procurement of 9-figure transportation services contracts.

THE BROWN LAW FIRM, LLC / Belmont, MA 2006-
Owner and principal attorney.

Mac-Gray Corp.

MAC-GRAY CORPORATION / Waltham, MA 2002-2005
NYSE-listed company with $300 million in sales
Counsel =>Vice President and General Counsel

  • Managed all legal affairs. Directed staff of paralegals and 8 outside law firms.
  • Federal law issues included compliance with the Sarbanes-Oxley Act of 2002; securities laws, particularly insider trading laws (Securities Exchange Act of 1934 sections 10(b), 16(b)), disclosure rules (SEC Regulation FD), and public filings such as SEC forms 8-K, 10-K and annual proxy statements; Hart-Scott-Rodino Act (9 acquisitions); and federal employment (Title VII of the Civil Rights Act).
  • Responsible for compliance with NYSE regulations (prepared all filings).
  • Managed litigation caseload of approximately 40 files on an ongoing basis. Successfully negotiated and settled contract disputes and lawsuits, generated $200,000 in income, and saved $100,000 by reducing outside counsel. Utilized diversity of citizenship to transfer litigation from state courts to federal court.
  • Drafted contracts, commercial real estate leases, equipment leases, technology license agreements, employment agreements, and non-competition agreements. Provided legal guidance to department heads through issue identification/clarification and offering analysis and solutions.
  • Assisted with various corporate financings.

EGLOBE, INC. / Denver, CO and Washington, DC 1998-2000
NASDAQ-listed VoIP and instant messaging company with $150 million in annual sales.
Staff Attorney => Deputy General Counsel

  • Federal law matters included acquisitions (Hart-Scott-Rodino Act), convertible stock issuances, securities filings, the Telecommunications Act of 1996, and corporate governance matters. Drafted and reviewed letters of intent, definitive agreements, closing documents for eight acquisitions, and certificates of designation to finance the transactions. Prepared federal filings, including proxy statements, SEC forms 8-K, 10-K, 10-Qs, S-1, and S-1A.
  • Resolved all employment discrimination issues, including EEOC matters, avoiding costly lawsuits.
  • Conducted financial and legal analysis which proved instrumental in maintaining the company’s listing on the NASDAQ National Market Exchange.
  • Directed two reductions in force to ensure compliance with the Worker Adjustment and Retraining Notification Act (WARN Act).
Business Experience
  • Marcam Associates Member, Board of Directors, Community Cash Management Corp., 2011-
  • Partner, Concord Financial Associates (capital sourcing firm), 1993-1995
  • Vice President Commercial Lending, Century Bank and Trust, 1987-1993
  • Co-Founder, Just Chicken, Inc. (rotisserie chicken restaurant startup), 1987-1990
  • CFO, Brayco International Corp. (shoe importer), 1986-1987
  • Loan Officer, Fleet National Bank, 1984-1986
  • Lending Representative, National Westminster Bank PLC, 1981-1984
Professional Associations
  • Boston Bar Association
  • Social Law Library
  • Massachusetts Bar Association
Education
  • MCPPO Certificates:
    • Design and Construction Contracting
    • Construction Manager at Risk Contracting
    • Public Procurement
  • J.D., New England School of Law (1998),
    Cum laude, Law Review, CALI Securities Law Award, New England Scholar
  • B.S. (Finance), University of Connecticut (1981),
    Walter Stemmons Award for Leadership
Admitted to Practice
  • Colorado
  • District of Columbia
  • Massachusetts
  • United States Supreme Court