Expert Witness for Corporate Governance & Fiduciary Duties

Board leadership experience across multiple Industries. Douglas M. Brown has served on 18 for-profit company boards spanning banking, public utilities, manufacturing, oil and gas, insurance brokerage, internet, and land development. He provides informed analysis and testimony on compliance with governance laws, regulations, and directors' and officers' duties of care and loyalty.

Board Experience

Public Company Leadership
  • • Lead Director, California Water Service (NYSE: CWT) - 12 years
  • • Oversight of publicly traded utility serving 2+ million customers
  • • Executive compensation committee chair
  • • Audit committee and governance committee service
Private Company Boards
  • • 17 additional for-profit company board positions
  • • Industries: Banking, manufacturing, oil & gas, insurance, technology, real estate
  • • Chair and lead director roles across multiple organizations
  • • Crisis management and turnaround situations
Industry Experience

Banking & Financial

  • • 6 bank board directorships
  • • Regulatory oversight
  • • Credit risk management

Public Utilities

  • • Rate-making oversight
  • • Infrastructure investment
  • • Environmental compliance

Manufacturing

  • • Supply chain oversight
  • • Safety compliance
  • • Capital allocation

Real Estate

  • • Project development
  • • Regulatory compliance
  • • Market analysis

Areas of Expertise

Fiduciary Duty & Director Liability
  • • Business judgment rule applications
  • • Duty of care and duty of loyalty analysis
  • • Conflicts of interest identification and management
  • • Independent director responsibilities
Board Governance Standards
  • • Board composition and independence requirements
  • • Committee structure and oversight responsibilities
  • • Executive session conduct and board dynamics
  • • Director education and continuing development
Risk Management & Internal Controls
  • • Enterprise risk management frameworks
  • • Internal audit and compliance programs
  • • Financial reporting and disclosure controls
  • • Cybersecurity and operational risk oversight
Executive Compensation
  • • Compensation committee best practices
  • • Pay-for-performance alignment
  • • Executive employment agreements
  • • Incentive plan design and administration
Corporate Transactions
  • • Merger and acquisition oversight
  • • Due diligence and valuation processes
  • • Fairness opinions and special committees
  • • Shareholder protection and approval processes
Governance Oversight
  • • Risk management and internal controls
  • • Executive compensation design and implementation
  • • Succession planning and leadership development
  • • Merger and acquisition guidance

Litigation & Consulting Experience

Director & Officer Liability
  • • Breach of fiduciary duty claims
  • • Business judgment rule defenses
  • • Derivative and class action litigation
  • • D&O insurance coverage disputes
Corporate Governance Failures
  • • Board oversight and monitoring failures
  • • Executive compensation disputes
  • • Conflicts of interest and self-dealing
  • • Shareholder rights and activism matters
M&A and Transaction Disputes
  • • Deal protection and fiduciary out provisions
  • • Fairness and valuation challenges
  • • Special committee independence
  • • Disclosure and proxy statement issues
Professional Recognition
  • • "Top CEO of the Year" - Albuquerque Business First (2013)
  • • Distinguished Leadership Award - Leadership New Mexico (2015)
  • • Multiple corporate governance and leadership honors
  • • 40+ years of board and governance experience

Add Corporate Governance Expertise to Your Case

Whether you need help evaluating a cause of action or expert testimony for depositions and trial, I'd love to discuss how my informed insight can serve your client.