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David's practice involves:
public and private financing transactions
SEC reporting and regulatory compliance
counseling clients on corporate governance and Sarbanes-Oxley issues
structuring, negotiating, and implementing mergers and acquisition transactions
functioning as outside general counsel to public and private corporations
inbound and outbound transactions involving China
REPRESENTATIVE EXPERIENCE
Represents issuers in initial public offerings in a variety of industries, including: high technology, telecommunications, banking, manufacturing and service.
Represents participants in other sophisticated financing transactions, including:
Represented NYSE-traded issuer in the first offering of trust originated preferred securities (commonly referred to as TOPrS) pursuant to Rule 144A outside of New York;
Represented AMEX-traded bank holding company in IPO of TOPrS;
Represented NASDAQ-traded telecommunications company with public spin-off of its billing information management subsidiary;
Represented underwriters in numerous secondary and PIPE transactions.
Regularly represents corporations in significant public and private M&A transactions, including:
Merger of world’s leading technology services company;
Merger of publicly traded telecommunications carrier;
Assisted the nation's largest wireless cable company in the simultaneous merger of five public and quasi-public companies and the concurrent issuance of public equity;
Represented a "top five" domestic interexchange carrier in the acquisition of a multinational telecommunications company;
Acquisition by public company of privately held distribution business with offices in China and Germany;
Attempted take-over bid of NYSE oil and gas Royalty Trust;
Extensive experience with middle-market M&A transactions valued between $5 million and $250 million in the following industries: medical devices, biotechnology, software, distribution, food products, telecommunications, online services, manufacturing and services.
Serves as special counsel to boards, committees and individuals in merger transactions, reorganizations and potential conflict of interest scenarios, including:
Represented Board of Directors of publicly traded steel mill in bankruptcy situation;
Represented Audit Committee in stock option back dating probe;
Represented Special Litigation Committee in Derivative Action;
Represented individual CEO in Sarbanes-Oxley inquiry.
Numerous venture capital and private equity financings for both investors and issuers.
Extensive experience with NASDAQ, AMEX, NYSE and OTCBB issues.
ARTICLES / PUBLICATIONS
"Decoding the Stock Option Backdating Scandal" Corporate Counsel State Bar Section Newsletter (June 01, 2006)
"Stock Option Scandal" Texas Lawyer (December 25, 2006)
Cover / Book Author
"Doing Business in States Other Than the State of Incorporation," BNA - Corporate Practice Series (2006), ISSN 0162-5691; No. 85
Addendum to the SEC Handbook Covering SEC Rules Related to the Sarbanes-Oxley Act, 2003 Addendum, RR Donnelley Financial Handbook (2003)
"The Sarbanes-Oxley Act of 2002, with Analysis - The Effect of the Sarbanes-Oxley Act on Directors and Officers," Matthew Bender Publication, (2002), ISBN 0-8205-5722-6
Navigating the Minefield of the SEC’s Ethics Reform Measures, Wall Street Lawyer (November 2002)
Creating the Ultimate Board in the Sarbanes-Oxley, Post-Enron Era, Securities Regulatory Update (November 2002)
Author
Stock Option Scandal, Texas Lawyer, Developments in the Substantive Law (December 25, 2006)
"Decoding the Stock Option Backdating Scandal," State Bar of Texas, Corporate Counsel Section Newsletter (Summer 2006)
"Indemnification of Directors and Officers: A Different Side to the Problem of Corporate Corruption," Wall Street Lawyer (June 2004)
Now It’s Personal: The Real Impact of Sarbanes-Oxley on Directors and Officers, Wall Street Lawyer (September 2002)
Insider Trading: The Rules Have Changed, Orange County Business Journal (July 16, 2001)
Guest Commentator
The Impact of the NYSE Proposed Rule Reform on Southwest Airlines, National Public Radio, Nationwide (December 2002)
August 14, 2002 Reckoning Day for Public Company CEOs/CFOs, WBAP News Radio, Dallas, Texas (August 16-18, 2002)
Potential Insider Trading Liabilities for ImClone Executive, Yahoo! FinanceVision (June 14, 2002)
Quoted In
Putting Faith in Blind Trusts, CFO (April 2003)
Sarbanes-Oxley hits smaller firms in wallet, Dallas Business Journal (August 30 - September 5, 2002)
"Stock Options - Raising Money, " Entrepreneur (May 2002)
A New Take On the ‘Blind Trust’ How executives insulate themselves from holdings that could get them into trouble, The Christian Science Monitor (January 14, 2002)
Oops! It's Regulation FD, PR Week (January 8, 2001)
Put Up or Shut Up To Comply with Reg FD, corporate officers are starting to put company news on the Web. Hijinks ensue, eCFO (Spring 2001)
SEC Solution Takes Edge Away from Analysts, Austin Business Journal (November 24, 2000)
New SEC Disclosure Rule Could Hinder Giants, Help the Small, Best Insurance News (August 17, 2000)
Legal Recourse, Dallas Morning News (June 28, 2000)
SEC's Push for Plain English Strains Deals, Dallas Morning News (June 13, 1999)
BRIEFINGS, SEMINARS & SPEECHES
"Conducting an Effective, Efficient and Objective Internal Investigation" (May 11, 2007)
Webinars
"Straight Talk on Backdating," (November 1, 2006) [Click on the title of the webinar to hear the presentation in its entirety.]
Speaker
"Conducting an Effective, Efficient and Objective Internal Investigation," University of Texas School of Law, 29th Annual Corporate Counsel Institute (May 11, 2007)
"Decoding the Backdating Scandal," Navigant Consulting (October 2006)
"The Impact of Sarbanes-Oxley on Public Companies and their Managers, Sarbanes-Oxley for Financial Managers Dallas (October 20, 2004), Austin (October 21, 2004) and Houston (October 22, 2004)
"The Real Lessons Learned from Enron, WorldCom and Other Recent Cases, D&O Market Meltdown Conference (April 2, 2003)
Current Developments in Securities Law Sarbanes-Oxley and Beyond, The 2003 Securities Law Institute, Cleveland, Ohio (February 6, 2003) IPO Planning for VC-Backed Portfolio Companies (November 12, 2002)
Fiduciary Duties Post-Enron, Farm Credit Bank National Director’s Conference (September 10, 2002)
New SEC Rule 10b-5: Now insiders can safely trade in their companies' securities (April 10, 2001)
Understanding New Regulation FD (January 9, 2001)
PROFESSIONAL / CIVIC AFFILIATIONS
Founder - GC Netweavers, a Dallas based networking group of over 50 General Counsels
Founding Board Member - TexChange, a 501(c)(3) dedicated to advancing entrepreneurship in Dallas, Texas
Steering Committee Member - Technology Alliance of Dallas, an umbrella organization of non-profits that work together to promote technology entrepreneurism in Dallas, Texas
Delegate - City of Dallas Mayor's Office - Signing of International Partnership Agreement with the City of Shenzhen, China (October 2004)
Leadership Dallas - Class of 2005
Board of Directors - Entrepreneurs Foundation of North Texas (EFNT) (Present)
HONORS
D Magazine - Best Lawyers Under 40 |
