Matthew K. Brown

Shareholder, Practice Group Leader

(405) 552-2304
matt.brown@mcafeetaft.com
Oklahoma City

Overview

Matt Brown is a corporate attorney who practices in the areas of mergers and acquisitions, securities offerings and capital raising, and corporate governance, primarily for community banks in Oklahoma, Texas, Arkansas, Colorado, and Kansas, but also for clients in other industries such as oil and gas, real estate, and insurance.  He currently serves as the leader of the firm’s Banking and Financial Institutions Group.

Matt routinely represents public and private bank holding companies and banks in mergers and acquisitions, securities offerings and capital raising, lending transactions, corporate governance, and regulatory compliance. His experience includes negotiating and drafting merger, stock purchase, share acquisition, asset purchase, and branch purchase and assumption agreements; and drafting and reviewing loan agreements, notes, security agreements, guaranty agreements, intercreditor and subordination agreements, and loan modification agreements.

Matt also counsels clients in public and private equity and debt (secured, unsecured, senior, and subordinated) offerings, tender offers, private equity and venture capital investments, recapitalizations, and other regulatory and compliance matters. He also counsels broker-dealers, investment companies, and investment advisors in various regulatory and business matters.

Matt regularly advises directors, officers, and managers about their fiduciary duties; incorporates, forms, and organizes new business entities; and negotiates and drafts operating agreements, limited partnership agreements¸ bylaws, shareholders agreements, committee charters and codes of ethics.

Matt represents franchisors and franchisees as well. He assists franchisors with organizing and structuring franchise, licensing, and other distribution programs; negotiating and preparing complex franchise disclosure documents and franchise agreements; complying with franchise disclosure, registration, and renewal laws; and terminating franchisees. He assists franchisors and franchisees with preventing and resolving franchise disputes and navigating other corporate and business matters.

Matt also serves as Oklahoma local counsel to national and regional businesses in connection with the issuance of equity and debt securities, syndicated loans and real estate acquisitions and divestitures. In this role, he provides legal opinions and advises these businesses regarding the proper methods of perfecting security interests in all forms of collateral, including real property, tangible personal property (including inventory, equipment, farm products and aircraft) and intangible personal property (including patents, trademarks, and licenses).

Matt’s achievements have earned him inclusion in The Best Lawyers in America (banking and finance law; corporate law; mergers and acquisitions law) and Oklahoma Super Lawyers’ list of “Oklahoma Rising Stars,” which recognizes the state’s top up-and-coming attorneys.

Representative Experience

Mergers and Acquisitions

Community Bank Acquisitions

  • Represented an Oklahoma bank holding company in its acquisition (by merger and tax-free reorganization) of a community bank (2025).
  • Represented an Oklahoma bank holding company in its acquisition (by merger and tax-free reorganization) of an Oklahoma community bank located in Eastern Oklahoma (2024).
  • Represented an Oklahoma bank holding company in its acquisition (stock purchase) of an Oklahoma bank with branches in Eastern Oklahoma (2019).
  • Represented a bank holding company in its acquisition (by merger and tax-free reorganization) of a Texas bank with branches throughout Texas (2016).
  • Represented a publicly traded bank holding company in its acquisition (by merger and tax-free reorganization) of an Oklahoma bank with branches in Oklahoma and Colorado (2015).

Community Bank Sales

  • Represented a Texas-based bank holding company in the sale of its bank (stock purchase) to an investor (2025).
  • Represented a bank holding company in the sale of its bank (stock purchase) to an investor group (2025).
  • Represented a bank holding company in Western Oklahoma in its sale (share acquisition) to a publicly traded bank holding company (2021).
  • Represented an Oklahoma bank holding company with operations primarily in the Oklahoma Panhandle in its sale (share acquisition) to another bank holding company (2020).
  • Represented an Oklahoma bank holding company in the sale of its subsidiary bank (stock purchase) to another bank holding company (2019).
  • Represented a Colorado-based bank holding company in its sale (by merger and tax-free reorganization) to a publicly traded bank holding company (2017).
  • Represented a bank holding company in its sale (by merger and tax-free reorganization) to a publicly traded bank holding company (2017).

Registered Investment Advisor (RIA) Acquisitions

  • Represented an Oklahoma community bank in its acquisition of a Texas-based, retail registered investment advisor (2024).
  • Represented an Oklahoma community bank in its acquisition of two Texas-based registered investment advisors (2023).

Insurance Agency Acquisitions

  • Represented an Oklahoma community bank in its acquisition of a Texas-based insurance agency (2020).
  • Represented an Oklahoma community bank in its acquisition of an Oklahoma-based insurance agency (2017).
  • Represented an Oklahoma community bank in its acquisition of an Oklahoma-based insurance agency (2014).

Healthcare

  • Represented an optometrist in his acquisition of an optometry practice in Yukon, Oklahoma (2020).
  • Represented an optometrist in his acquisition of an optometry practice in south Oklahoma City, Oklahoma (2017).
  • Represented a physician-owned hospital and its physician-owners in the sale of a majority interest of the hospital to one of Oklahoma’s largest health systems (2012).

Industrial

  • Represented the sole owner of a successful concrete formwork and rental business in his sale of the business to a New York-based private equity firm (2022).

Securities

Community Bank Common Stock

  • Represented a bank holding company in the offer and issuance of $15 million of common stock (2023).
  • Represented a bank holding company in several common stock follow-on offerings to fund expansion into new markets (2023, 2018).
  • Represented a newly formed bank holding company in the offer and issuance of $13 million in common stock to finance the acquisition of a bank in Eastern Oklahoma (2022).

Community Bank Preferred Stock

  • Represented a bank holding company in the offer and issuance of $10 million Series A Preferred Stock to finance the acquisition of a pool of mortgage loans (2024).
  • Represented a bank holding company in the offer and issuance of $80 million fixed rate reset non-cumulative perpetual preferred stock primarily for general corporate purposes, including organic growth and support of capital ratios (2022).
  • Represented a bank holding company in the offer and issuance of $40 million of Series A Non-Cumulative Perpetual Preferred Stock (2021).

Community Bank Subordinated Debt

  • Represented an Arkansas-based bank holding company in the offer and issuance of $20 million Fixed-to-Floating Rate Subordinated Notes (2024).
  • Represented a bank holding company in the offer and issuance of $92 million Fixed-to-Floating Rate Subordinated Notes primarily to redeem other outstanding securities (2022).
  • Represented a bank holding company in the offer and issuance of $60 million Fixed-to-Floating Rate Subordinated Notes (2021).
  • Represented a bank holding company in the offer and issuance of $35 million Fixed-to-Floating Rate Subordinated Notes (2021).
  • Represented a bank holding company in the offer and issuance of $20 million Fixed-to-Floating Rate Subordinated Notes (2021).
  • Represented a Kansas-based bank holding company in the offer and issuance of $5 million Fixed-to-Floating Rate Subordinated Notes (2021).
  • Represented a bank holding company in the offer and issuance of $60 million Fixed-to-Floating Rate Subordinated Notes (2020).
  • Represented a bank holding company in the offer and issuance of $28 million Fixed-to-Floating Rate Subordinated Notes (2020).
  • Represented a bank holding company in the offer and issuance of $100 million Fixed-to-Floating Rate Subordinated Notes (2017).

Oil and Gas Funds

  • Represented the promoters of a $50 million oil and gas mineral and royalty fund targeting Oklahoma’s Mid-Continent Basin (2025).
  • Represented the promoters of a $15 million oil and gas mineral and royalty fund targeting Texas’ Western Haynesville Basin (2024).
  • Represented the promoters of a $20 million oil and gas mineral and royalty fund targeting Texas’ and Louisiana’s Haynesville Shale (2023).
  • Represented the promoters of a $30 million oil and gas non-operating working interest fund targeting Oklahoma’s SCOOP/STACK plays (2022).

Real Estate Development

  • Represented a developer of self-storage facilities in a private placement of equity securities (2024).
  • Represented a developer of convenience stores in a private placement of equity securities (2018).
  • Represented a developer of urgent care centers in a private placement of equity securities (2015).

Public Insurance Company

  • Represented a publicly traded financial services holding company specializing in life and supplemental health insurance in the offer and issuance of $400 million Senior Notes (2022), $350 million Senior Notes (2020), and $550 million Senior Notes (2018).
  • Represented a publicly traded financial services holding company specializing in life and supplemental health insurance in the offer and issuance of $325 million Junior Subordinated Debentures (2021), $125 million Junior Subordinated Debentures (2017), and $300 million Junior Subordinated Debentures (2016).
  • Represented a publicly traded financial services holding company specializing in life and supplemental health insurance in the registration of its common stock of Form S-8 and issuance of those shares to its agents (2014).

Franchising

  • Advise franchisors about a broad range of issues, including organizing and structuring franchise, licensing and other distribution programs; negotiating and preparing complex franchise disclosure documents and franchise agreements; complying with franchise disclosure, registration and renewal laws; terminating franchisees; and preventing and resolving franchise disputes (2012-present).
  • Advise franchisees about a broad range of issues, including area developer agreements, franchise agreements, personal guaranties, transferring units, and preventing and resolving franchise disputes (2012-present).

Local Counsel

  • Issue local counsel legal opinions for clients with subsidiaries or affiliates organized under Oklahoma law, with operations or property in Oklahoma, or that are parties to loan documents governed by Oklahoma law, including corporate opinions, mortgage opinions, UCC opinions, enforceability opinions, investment company opinions, securities opinions, and other customary legal opinions (2012-present).
  • Advise out-of-state lenders regarding Oklahoma law issues, including mortgage requirements (form, recording, and tax), title insurance requirements, UCC requirements, and related matters (2012-present).
  • Work alongside lead counsel in M&A and real estate transactions to assist with Oklahoma law matters, such as Oklahoma tax (income tax, personal property tax, real property tax, and sales tax), real estate, employment (restrictive covenants such as non-competition and non-solicitation covenants), and environmental issues (2012-present).

Honors and Awards

  • Selected by peers for inclusion in The Best Lawyers in America (2022–Present)
  • Named to Oklahoma Super Lawyers’ list of “Oklahoma Rising Stars” (2016–Present)

Professional Organizations and Memberships

  • Oklahoma Bar Association
  • Oklahoma Bankers Association
  • Southwest Association of Bank Counsel

Civic Involvement and Leadership

  • Leadership Oklahoma City LOYAL Program (Class XI)
  • Beta Theta Pi Corporation of Oklahoma (Trustee)

    Writing Credits

  • How Exclusive Is the Workers’ Compensation Exclusive Remedy? 2010 Amendments to Oklahoma Workers’ Compensation Statute Shoot Down Parret

    2012 | Oklahoma Law Review - Vol. 65, No. 1

Speaking Engagements

  • Dealing with Your Bank: Fraud, Loans, and Guaranties

    2024 Corporate Counsel Seminar

    December 11, 2024
    | Tulsa, OK
  • Dealing with Your Bank: Fraud, Loans, and Guaranties

    2024 Corporate Counsel Seminar

    December 10, 2024
    | Oklahoma City, OK
  • Legal Update

    2023 Oklahoma Bankers Association Convention

    May 9, 2023
    | Norman, OK
  • Strategic Considerations When Preparing for and Negotiating Transactions

    2022 Corporate Counsel Seminar

    December 8, 2022
    | Oklahoma City, OK

Media

  • Oklahoma, 2012
  • U.S. District Court for the Western District of Oklahoma
  • U.S. Circuit Court of Appeals for the Tenth Circuit
  • J.D., with highest honors, University of Oklahoma, 2012
    • Order of the Coif; Articles Editor, Oklahoma Law Review; Order of Solicitors
  • B.B.A. (Economics), summa cum laude; B.A. (Political Science), with special distinction, University of Oklahoma, 2009
    • Outstanding Graduate, Economics; PE-ET Senior Honor Society; President, Beta Theta Pi; National Merit Scholar; Phi Beta Kappa; Beta Gamma Sigma