Clients value David’s steady and thoughtful approach to projects and his dependable and responsive client service.

Overview

David efficiently guides clients through M&A and other strategic transactions and counsels startup and emerging companies on initial growth strategies. With an understanding of the complex laws and regulations governing securities transactions, David advises on securities law matters such as private offerings and SEC compliance.

David leads strategic transactions for his clients from the LOI stage through post-closing matters, providing a practical and business-minded approach to complex M&A.  He advises issuers, investors, and broker-dealers in connection with private offerings of securities and assists public companies in raising capital through a variety of debt and equity transaction structures. His experience ranges from counseling small private businesses on LLC agreements to complex, multi-step public company transactions. David's counsel extends to a range of business sectors, including media production and broadcasting, high-tech and industrial manufacturing, financial products and services, restaurant and hospitality services, medical technology, software development, and construction services and materials.

David frequently writes and speaks about evolving rules and regulations, from changes in Regulation D to MNvest and the new Minnesota LLC statute.

Experience

Mergers, Acquisitions and Securities Transactions

  • Represented G&K Services, Inc. in its $2.2 billion merger with Cintas Corporation.
  • Represented Two Harbors Investment Corp. (NYSE: TWO) in connection with over $3 billion in securities transactions.
  • Represented construction services and materials company in a series of acquisitions.
  • Represented Granite Point Mortgage Trust Inc. (NYSE: GPMT) in connection with public offerings of equity and debt securities.
  • Represented Enventis Corporation (NASDAQ: ENVE) in its $350 million stock-for-stock merger with Consolidated Communications Holdings, Inc. (NASDAQ: CNSL).
  • Represented Hubbard Broadcasting, Inc. in its radio station acquisition program, advising on acquisitions of 52 radio stations with an aggregate value of more than $740 million to date, and in its venture investment program.
  • Represented multiple Minnesota limited liability companies in connection with updating and revising member control agreements and related documents into Operating Agreements under Chapter 322C, Minnesota’s new LLC Act.

Investment Management Experience

  • Represented broker-dealer in over 50 private placements, primarily for medical device and technology companies.

Hospitality & Leisure Industry Experience

  • Represented start-up fast-casual dining concept in connection with formation, capital raising, expansion to multiple locations, and franchising.
  • Represented sellers in connection with the sale of multiple franchised fast food restaurants.
  • Represented restaurateurs in connection with refinancing and structuring of two St. Paul restaurants.
  • Represented a number of restaurateurs in connection with capital raising, leasing, buy-outs, and restructurings.

News & Insights

Speaking Engagements

“Proxy Rules and Practice Update,” Stinson Leonard Street Directors’ Institute and 2019 Proxy Season Workshop, December 2018

“Securities Law Basics for Real Estate Lawyers,” Minnesota Real Estate Institute, November 2018

“How to Update an Old Member Control Agreement for Use Under the New LLC Act,” Minnesota Real Estate Institute, November 2017

“2017 Securities Law Updates,” Stinson Leonard Street Business Law Update Seminar, April 2017

“The New Minnesota LLC Act: Top 10 Things to Know,” Minnesota Real Estate Institute, November 2016

“Operating Agreements under Chapter 322C: 7 Key Items,” Minnesota Real Estate Institute, November 2016

“2016 Corporate Law and Governance Update,” Stinson Leonard Street Business Law Update Seminar, April 2016

"Real Estate Deals: Structuring the Operating Agreement in a Joint Venture LLC," Minnesota Real Estate Institute, October 2015

"The New Minnesota LLC Act," Minnesota Real Estate Institute, October 2015

"Transfers and the Rights of Transferees and Creditors Under Chapter 322C," The New Minnesota LLC Act Seminar, August 2015

"The New LLC Act Adopted in Minnesota and 13 Other States," June 2015

"Tools and Tips: The New Minnesota LLC Act," June 2015

"Minnesota’s New LLC Act," Stinson Leonard Street Business Law Update Seminar, April 2015

"Securities Law for Business Lawyers," Minnesota Closely Held Business Conference, October 2014

"Proposed Amendments to the Minnesota Business Corporation Act," Business Law Institute, May 2014

Publications

"Impact of the New Revenue Recognition Standard on M&A," Law360, 2017

"Planning for 2018 Proxy Season: Some Considerations,” Law360, September 2017

"New LLC Law Warrants Updating Existing Documents," Upsizemag.com, July 2017

"Why You May Need an LLC Update in 2017," Bench & Bar of Minnesota, May/June 2017

Co-Author, "Minnesota Adopts Crowdfunding Law: What Does it Mean for You and Your Clients?," MNCPA Footnote, November 2015

"The SEC Gets Aggressive with Unregistered Brokers," Law360, July 2015

Professional & Civic Activities

Professional & Civic Activities

American Bar Association

Hennepin County Bar Association

Society for Corporate Governance

Admissions

  • Minnesota

Education

University of Minnesota Law School, J.D., magna cum laude, 2008

  • Minnesota Law Review, Note and Comment Editor

University of North Dakota, B.A., summa cum laude, English, Latin, and Secondary Education, 2005

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