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David’s practice involves counseling public companies and related persons on the interpretation and application of disclosure and compliance issues under the federal securities laws including the Sarbanes-Oxley Act. He regularly advises companies, directors, officers, shareholders, and investors on securities transactions, corporate governance, and SEC matters. David a deputy leader of Reed Smith’s Securities and Capital Markets team. 

David joined Reed Smith in 2006 after seven years in the Division of Corporation Finance of the United States Securities & Exchange Commission. While at the SEC, he served as Legal Branch Chief overseeing reviews of IPOs, resales, 10-Ks, and every other type of SEC filing made by domestic and foreign registrants. Prior to becoming Legal Branch Chief, he served in the Office of Mergers & Acquisitions reviewing and answering interpretive questions regarding tender offers, proxy contests, going private transactions, and beneficial ownership reporting. 

David frequently writes and speaks on SEC developments and securities trends. He has been quoted in various news sources and industry journals including ABAJournal, Business Finance, Compliance Reporter, Compliance Week, Corporate Accountability Report, Dow Jones, Financial Week, Hedge World, Human Resource Executive, Inside Counsel, MarketWatch, National Law Journal, Reuters, San Francisco Business Times and The Deal.

Awards

• 2010 Law360 Corporate Finance Rising Star
• 2009 BTI Client Service All-Star
• 2002 SEC Capital Markets Awards

Representative Transactions

• $2 billion merger and acquisition between two publicly-listed financial services companies
• $600 million registered debt exchange offer by Nasdaq-listed biopharma company
• $950 million initial public offering by Nasdaq-listed biopharma company
• $140 million follow-on offering by Nasdaq-listed regional bank
• $280 million underwritten secondary offering of Nasdaq-listed technology company stock
• $75 million at-the-market equity offering by NYSE-listed health care REIT
• $10 million strategic acquisition of affiliated subsidiary by Nasdaq-listed clean tech company
• $550 million business combination among three publicly-traded financial institutions
• $25 million aggregate US and offshore non-public offerings of securities by Canadian company dual-listed on NYSE Amex and TSX Venture Exchange
• $130 million universal shelf offering by Nasdaq-listed life sciences company
• $20 million aggregate US and offshore placements of common shares by US company dual-listed on NYSE Amex and London Stock Exchange Alternative Investment Market
• $125 million common stock offering by unlisted company into Rule 144A institutional trading market

Publications

• "Shareholder Proposals" (co-author) BNA Corporate Practice Series, Portfolio No. 83 (2009)
• "SEC’s Acceptance of IFRS: A Significant Step" Securities Law360 column (November 2007)
• "Hope for the Best but Prepare for the Worst: Planning for the 2008 Annual Meeting in Light of Dueling SEC Shareholder Access Proposals" (co-author) Corporate Governance Advisor, Volume 15 Number 6 (November/December 2007)
• "Wake Up and Smell the E-Proxy Coffee: Changes Ahead for Online Solicitation" Deal Lawyers, Volume 1, Number 3 (May-June 2007)
• "Are We There Yet? The Current Status of Section 404 for Small Business" Risk Factor, Volume 3, Issue 2 (May 2007)
• "Shareholder Proposals: To Include or Exclude? That Is The Question" Pennsylvania Bar Association Business Law Section Newsletter (Spring 2007)
• "Testing-the-Waters: How Warm is Regulation A’s Model for Soliciting Investor Interest?" 32 Suffolk U.L. Rev. 233 (1998)

Speeches / Presentations

• Preparation of Annual Disclosure Documents (co-chair), Practising Law Institute, San Francisco (December 2009, January 2009, January 2008)
• US and Global Securities Compliance for 2009, National Association of Stock Plan Professionals, Silicon Valley Chapter (June 2009)
• The Securities and Exchange Commission (SEC) Enforcement Division Is Calling...Or Should You Call Them First?, Reed Smith Teleseminar (December 9, 2008)
• Legal and Practical Issues in Managing 10b5-1 Plans, Society of Corporate Secretaries & Governance Professionals, Western Regional Conference (September 2008)
• The Revised Rules for Resale of Restricted Securities, Compliance Week Webcast (January 2008)
• Overview of Beneficial Ownership Reporting, Reed Smith University (November 2007)
• Private Offering Reform (Regulation D), DealFlow Media webinar (September 2007)
• Sarbanes-Oxley Act – Language and Concepts, American Bar Association 2007 Annual Meeting, Commercial Financial Services subcommittee (August 2007)
• SEC Disclosure Developments, SEC “Hot Topics” Institute, San Diego and Seattle (June 2005)
• NIS/CEE Review of Issuer Disclosure Documents, Mergers and Acquisitions, Washington DC (May 2003)

Experience

Legal Education

Undergraduate Education

Professional Admissions / Qualifications

• California
• New York

Professional Affiliations

• American Bar Association, Federal Regulation of Securities
• Association of Securities and Exchange Commission Alumni
• California State Bar, Business Law Section
• Society of Corporate Secretaries & Governance Professionals
• TheCorporateCounsel.net, Advisory Board