is a counsel in O'Melveny's Washington, DC office and is a member of the Capital Markets Practice. He counsels clients on a wide range of SEC matters including: financings (including public and private offerings of equity and debt), disclosure matters, corporate governance, accounting issues, internal investigations and investigations by the SEC and state attorneys general. Drawing on his previous capital markets experience as a government bond broker, David regularly represents public and private companies, independent board and committee members, investment banks, private equity funds, hedge funds and other financial institutions on transactional, litigation and regulatory matters including, advising them on SEC registration and reporting requirements, corporate governance, stock option and other employee benefit matters and general corporate matters. David also advises issuers of securities, underwriters and institutional investors in public and private offerings, mergers and acquisitions, equity derivative transactions and a variety of corporate financings. He previously served as Special Counsel, Division of Corporation Finance, United States Securities and Exchange Commission.
Illustrative Professional Experience
- Drafted significant No-action, Interpretive and Exemptive Letters addressing novel issues in derivatives trading and successor issuer reporting.
- Principal representative of a large investment bank on an industry-wide group that obtained precedent-setting tender offer relief from the SEC affecting more than $60 billion in securities in 2008, Auction Rate Securities -- Global Exemptive Relief.
- Designed and managed customer repurchases of Auction Rate Securities including the statutory reporting of such repurchases for a large investment bank.
- Advised Nasdaq company through “options backdating” investigations and subsequent restatement issues.
- Advised client on strategies to avoid significant liability under the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934.
- Provides guidance on securities law compliance to newly formed, publicly traded companies.
- Counsels companies through the public offering process, including compliance with SEC requirements and responses to SEC comments.
- Provides guidance on corporate governance best practices to publicly traded companies.
- Provides ongoing equity derivatives advice.
Admitted to Practice,
US Supreme CourtMember,
American Bar Association (Business Law Section); Securities and Exchange Commission Historical Society