Brian V. Soares

Brian Soares counsels public companies and their boards with respect to federal securities laws, corporate governance, and capital raisings. As a former attorney with the U.S. Securities and Exchange Commission’s Division of Corporation Finance, Brian serves as primary outside corporate and securities counsel to numerous public companies. 

Brian’s practice focuses on SEC reporting, corporate governance, and capital markets transactions, including mergers and acquisitions. He has experience representing companies of varying sizes, from newly public companies to blue-chip Fortune 100 organizations, and across a variety of industries, with a focus on life sciences and technology companies.

As a trusted adviser, Brian partners with boards and their directors to establish effective governance structures and policies, enhance risk oversight, foster shareholder engagement, and respond strategically to unsolicited offers and shareholder activists. He also helps independent directors navigate fiduciary duties, insider transactions, Rule 10b5-1 trading plans, and governance best practices.

At the SEC, Brian reviewed a wide range of securities offerings, M&A transactions, and proxy contests. He also worked on various rulemaking initiatives and provided interpretive advice on various securities matters.

Brian is a native Portuguese speaker.

Admitted in New York and Washington, D.C. All work in Florida supervised by a Florida-licensed attorney.

• A leading multinational manufacturer and marketer of consumer products in a $500 million public debt offering of senior notes.
• The underwriters in a $450 million green bond public offering by a global producer of glass fiber reinforcements, the first green bond offering by a U.S. industrial company.
• The underwriters in a $400 million public debt offering of senior notes by a global producer of glass fiber reinforcements.
• An electric utility company in a $300 million public offering of green bonds.
• A leading global finfish aquaculture company in a $300 million Rule 144A offering of senior notes to finance the acquisition of a nutritional product company.
• A leading global mass-customization company in a $200 million private offering of senior notes.
• A clinical-stage biotechnology company in a $90 million public offering of common stock.
• A commercial biopharmaceutical company in an $80 million public offering of common stock.
• A commercial biopharmaceutical company in a $70 million at-the-market offering of common stock.
• A developer of innovative wearable and computing technologies and solutions in its $20 million at-the-market offering of common stock.

• A publicly held mortgage REIT in its defense against a proxy contest.
• A publicly held provider of social media mobile applications in its defense against a threatened proxy contest.
• A publicly held telecommunication company in its defense against a proxy contest.

• American Bar Association
• Association for Corporate Growth
• Brazilian-American Chamber of Commerce of Florida
• Brazil-Florida Business Council
• Florida Council on Economic Education
  • Board of Directors

• "Entrepreneurial Journeys: Lessons Learned From Acquiring Businesses," 2025 Entrepreneurship Through Acquisition, Tampa Bay Chamber, Tampa, FL (June 11, 2025)

• Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, D.C. (2023–2025)
• Associate and Partner, Morgan, Lewis & Bockius LLP, Washington, D.C. (2017–2023)
• Attorney-Adviser, Office of Electronics and Machinery, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, D.C. (2012–2017)