David is a former special counsel in the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC).
He focuses his practice on all aspects of SEC registration, reporting and compliance. He advises clients on public and private offerings of debt and equity, disclosure matters, corporate governance and accounting issues. As a former government bond broker, David provides clients with unique insights into the financial marketplace, counseling them on transactional and regulatory matters, as well as litigation. He represents both public and private companies, as well as independent board and committee members, investment banks, private equity funds and other financial institutions. He also represents public companies, investment banks, and broker-dealers facing a variety of corporate and market crises, as well as SEC investigations.
David also actively advises private fund sponsors and principals on fund formation, all aspects of the fundraising lifecycle, restructuring, secondaries, and all ongoing matters. In addition, he represents private equity funds and their portfolio companies in a full range of corporate transactions, including mergers and acquisitions, recapitalizations, leveraged financings, restructuring, and reorganizations.
He has experience advising clients regarding foreign direct investment matters, including US foreign ownership restrictions and, in particular, providing representation in the clearance of proposed business combinations potentially affecting national security—the review process conducted by the interagency Committee on Foreign Investment in the United States, or CFIUS, under the Exon-Florio provisions of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007. He regularly assists clients in mitigating foreign ownership, control or influence (FOCI) as may be required by CFIUS or U.S. national industrial security regulations. David has experience guiding foreign investors and U.S. companies alike through CFIUS proceedings, having provided CFIUS advice in connection with transactions across a range of sectors, including energy, communications, technology and manufacturing. In addition, he represents clients in navigating the various embargoes administered by the Office of Foreign Assets Control (OFAC).
David is a respected authority on SEC issues, and is recognized as a go-to on a wide range of SEC regulatory and corporate governance issues and is frequently sought to speak, write and comment about SEC regulatory developments.
