David is a partner at Troutman Sanders LLP in the Securities & Corporate Governance practice group. His practice focuses on the representation of public companies in connection with corporate governance, Sarbanes-Oxley, securities regulations, security offerings and mergers and acquisitions. David’s responsibilities include advising public companies of compliance with federal securities laws, including Sarbanes-Oxley legislation, communicating with and advising senior executives and directors, drafting public disclosure documents and drafting and negotiating public offering documents. David is a member of the American, Virginia and Richmond Bar Associations.
David is a 1995 graduate of the University of Virginia Law School where he served on the Articles Review Board of the Virginia Law Review, and received his B.S. degree with Distinction from the McIntire School of Commerce of the University of Virginia in 1992. He was honored in 2005 as one of Richmond’s “Top Forty Under Forty” award recipients. He served as adjunct professor at the William & Mary School of Law on mergers and acquisitions (2005-2007).
Representative Experience
Advisor to board of directors, board committees and general counsels with respect to corporate governance, Sarbanes-Oxley, NYSE and NASDAQ listing standards, and state fiduciary duties.
Advisor to public company clients regarding periodic reports and proxy statements required under the federal securities laws and general disclosure issues.
Advisor to public company clients on takeover matters, including proxy contests and general anti-takeover measures.
Designated underwriters counsel for a Fortune 250 energy company.
Designated underwriters counsel for largest publicly held buyout and mezzanine investment company.
Represented one of the largest coal companies in the United States in successful defense against organized director “withhold” vote activist campaign.
Represented one of the largest coal companies in the United States in connection with federal securities laws and disclosure obligations related to its $960 million acquisition of a competitor and related $485 million common stock offering.
Represented one of the largest coal companies in the United States in connection with $100 million “at-the-market” common stock offering.
Represented underwriters in multiple “at-the-market” common stock offerings.
Represented one of the largest coal companies in the United States in $1 billion public offering of convertible debt and common stock and related tender offer to repurchase $335 million of debt.
Represented public energy holding company in connection with $700 million of registered debt offerings and remarketing of existing registered notes.
Represented biopharmaceutical company in its initial public offering and listing on the NASDAQ National Market.
Represented public biopharmaceutical company in connection with its $2.6 billion sale to a multinational biopharmaceutical company.
Represented public graphic communications and contents processing company in connection with federal securities laws and disclosure obligations related to its $430 million sale to a competitor.
Represented telecommunications company in connection with $660 million sale to two private equity funds and subsequent $750 million self-tender offer, 144A debt offering and IPO of common stock.
Represented a publicly held leading less-than-truckload transportation company in connection with federal securities laws and its disclosure obligations related to its $1.25 billion sale to a competitor.
Represented a publicly held leading independent wholesale distributor of mechanical equipment and supplies in connection with federal securities laws and its disclosure obligations related to its $260 million sale to a competitor by tender offer.
Represented public pharmaceutical company in $140 million offering of convertible debt and related hedging activities.
Represented private equity fund in connection with tender offer for public companies.
Represented numerous publicly held companies in issuer tender offers.
Publications
Co-author, "Recent trends in initial public offerings: A Milestone Year in the Private Equity Arena," A Financier Worldwide Supplement, December 2005
Co-author, “The erosion of the power of the board of directors,” Virginia Business Magazine, June 2005.
Co-author, “2002 Annual Survey of Virginia Law: Corporate Law,” University of Richmond Law Review, November 2002
Author of numerous client memos on federal securities issues, corporate governance and Sarbanes-Oxley legislation
Presentations and Speaking Engagements
Speaker, "Taking the MD&A Challenge," SEC's Institute 23rd Mid-Year SEC Reporting Forum, San Francisco, California (June 2008)
Speaker, “The Role of the Corporate Counsel,” Washington Metro Association of Corporate Counsel, Richmond, Virginia (May 2008)
Speaker, “The Endless Search for the Perfect MD&A,” SEC Institute’s 23rd Annual SEC Reporting Conference, Washington, D.C. (November 2007)
Speaker, Troutman Sanders Annual Public Company Conference, Richmond and Virginia Beach, Virginia (December 2009, November 2008, December 2007, December 2006)
Speaker, “Applying Public Company Governance Rules to Private Companies and Nonprofits,” 2007 Annual Meeting of the Virginia Bar Association, Williamsburg, Virginia (January 2007)
Speaker, “Living with SEC; New Executive Compensation Rules,” Mercer Consulting Executive Compensation Conference, Richmond, Virginia (September 2006)