James R. Brown is a corporate partner in O’Melveny’s Houston office. He focuses his practice on a variety of matters related to corporate finance, capital markets, and securities law.
James is experienced in corporate finance, mergers and acquisitions (M&A), private equity, special purpose acquisition company (SPAC) offerings, and securities law. He regularly counsels public companies on strategic transactions, capital markets offerings, and general corporate and securities law matters.
James’ capital markets experience includes the representation of issuers and underwriters in US and international capital markets transactions, including initial public offerings (IPOs) and SPAC IPOs, as well as public and private offerings of equity and debt securities. He regularly advises public companies and boards of directors on governance and US Securities and Exchange Commission (SEC) compliance and disclosure matters.
In addition, James works with private equity investors, their portfolio companies and a variety of other public and private companies in connection with mergers, acquisitions, dispositions, and strategic investments.
Initial Public Offerings and Other Initial Listings Transactions
- Representing a vertically integrated technology company creating energy storage and charging solutions as it announced its initial public offering (IPO)
- Represented a vertically integrated startup electric vehicle (EV) technology ecosystem company as it announced pricing of a follow-on public offering
- Represented a vertically integrated startup EV technology ecosystem company in connection with its application to list on the Nasdaq Exchange in a direct listing
- Represented issuers and underwriters in connection with more than 50 newly organized blank check companies in the closing of their IPOs
Securities Offerings
- Represented a purchaser and operator of top marine retail dealerships in its Up-C initial public offering (IPO) of Class A common stock
- Represented a provider of innovative, efficient, end-to-end water management solutions for energy producers in its IPO of Class A common stock
- Represented an independent oil and natural gas company in its US$448 million IPO of common stock
- Represented an oilfield services firm in its US$216 million IPO of common stock
- Represented a premier petroleum distributor in its US$234 million IPO of common stock
- Represented an oilfield services company in its US$322 million private placement of Class A-1 common stock followed by its initial public offering
- Represented an American downstream energy limited partnership in its US$75 million offering of senior notes
- Represented a generator, transmitter and distributor of electricity in its US$1.25 billion offering of notes
- Represented a nationwide custom home builder in its US$200 million offering of senior notes
Master Limited Partnerships
- Represented an owner, operator, developer and acquirer of pipelines and other midstream assets in its US$765 million initial public offering (IPO) of common units
- Represented a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage in its US$413 million public offering of common units
- Represented the underwriters to a third-party provider of mission-critical compression services in its US$198 million IPO of common units
- Represented a producer, treater and transporter of oil and natural gas in its US$176 million public offering of common units
- Represented the underwriters to a leading producer of liquefied natural gas (LNG) in its US$720 million IPO of common units
- Represented the underwriters to an owner, operator, acquirer and developer of midstream assets in its US$621 million IPO of common units
- Represented an American downstream energy partnership in its US$262 million IPO of common units
Acquisitions, Mergers and Sales
- Represented an Asia-Pacific-focused publicly traded special purpose acquisition company (SPAC) in connection with the announced business combination agreement with an Indonesia-based financial technology (FinTech) company
- Represented a preclinical-stage biopharmaceutical company focusing on cancer therapeutics in its announced business combination with a SPAC
- Represented a publicly traded SPAC in the closing of its merger with a certified B-Corporation and innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide
- Represented a financial services firm in its combination with a SPAC
- Represented a provider of innovative, efficient, end-to-end water management solutions for energy producers in its US$1.3 billion merger with a chemical and environmental solutions provider
- Represented a leading private markets asset management firm in the US$9.5 billion formation of one of the largest independent power producers in the United States, through a Reverse Morris Trust spinoff of an energy company’s merchant power generation business and the concurrent combination thereof with the firm’s merchant power generation business and associated debt financings
- Represented an independent energy company in the US$800 million sale of the company in an all-stock transaction to a wholly owned subsidiary of a large oil and natural gas company
- Represented a manufacturer and provider of nitrogen fertilizer products in the US$533 million to create a leading North American nitrogen fertilizer producer
- Represented a midstream energy company in more than US$1 billion of acquisitions across multiple platforms
- Represented professional services firm in more than US$500 million of acquisitions executing its roll-up strategy
Admissions
Bar Admissions
- Texas
Education
- University of Houston Law Center, J.D., cum laude
- The University of Texas at Austin, B.A., History
Honors & Awards
- The Legal 500 USA, Energy Transactions: Oil and Gas (2025)
Professional Activities
Member
- Houston Bar Association
- Houston Young Lawyers Association
Speaker
- “IPO Series: An Overview of Dual-Track Considerations,” Webinar (June 2025)
- “IPO 101: An Overview and Considerations in Going Public,” Webinar (April 2024)