Capital Markets and Securities
David represents issuers, underwriters and placement agents in public and private securities offerings, including traditional private placement transactions, Regulation S and Rule 144A transactions, PIPE transactions, public exchange offers, tender offers and underwritten public offerings. He also counsels clients on a wide range of federal, state and foreign securities laws and regulations. He heads the firm's Capital Markets and Securities practice.

Illustrative offering work includes:

• Counsel to Bluestem Brands in its pending initial public offering
• Counsel to Capella Education Company in its initial public offering and follow-on public offering
• Counsel to Piper Jaffray & Co. in over 100 public and private offerings
• Counsel to VeraSun Energy Corporation in public offering of common stock
• Counsel to Merrill Lynch in public offering of trust preferred securities of U.S. Bancorp
• Counsel to RBC Capital Markets in public offering of trust preferred securities of Quad City Holdings
• Counsel to VeraSun Energy Corporation, Wilsons The Leather Experts, International Multifoods, General Mills, and Land O'Lakes in 144A note offerings
• Counsel to Salomon Smith Barney in initial public offering of common stock of Stillwater Mining Company
• Counsel to Raymond James Inc. and RBC Capital Markets in initial public offering of common stock of Sodak Gaming Inc.

Mergers and Acquisitions
David represents purchasers, sellers, special board committees, management and financial advisors in merger and acquisition transactions involving public and private companies and a range of transaction structures and consideration. David also works with clients in strategic alliances and joint ventures.

Illustrative matters include:

• Counsel to Royal Bank of Canada and RBC Capital Markets in the acquisition of Ferris Baker Watts Incorporated
• Counsel to RBC Capital Markets in its acquisitions of J. B. Hanauer and Freedom Capital Management
• Counsel to Norwest Equity Partners in its acquisition of PeopleNet Communications
• Counsel to ValueVision Media in sale of interest in Ralph Lauren Media LLC to Polo Ralph Lauren Corporation
• Counsel to management of Nistevo in its merger with an affiliate of ATT
• Counsel to Entegris in its merger of equals with Mykrolis
• Counsel to MedSource Technologies, Inc. in its purchase of ACT Medical and Heartport
• Counsel to Pohlad Companies in its purchase of United Properties Corporation
• Counsel to Avtex in various acquisitions
• Counsel to Burnet Financial Group in its sale to NRT
• Counsel to Marquette Financial Companies and NorthMarq in various acquisitions
• Counsel to Piper Jaffray & Co., Lazard Middle Market, LLC, Greene, Holcomb & Fisher LLC, Manchester Companies and RBC Capital Markets Corporation, in over 500 merger and acquisition transactions where they have acted as financial advisor
• Counsel to special committee of Board of Directors of Lund International Inc. in connection with purchase of stock of significant stockholder by Harvest Partners
• Counsel to management of Universal Hospital Services Inc. in connection with acquisition of Universal Hospital Services by management and J.W. Childs Associates
• Counsel to Alerus Financial in its purchase of banking assets of BNC Corp and acquisition of assets of Pension Solutions

Representation of Public Companies
David's work experience includes Securities Exchange Act of 1934 and Securities Act of 1933 matters, including Sarbanes-Oxley, SRO listing requirements, periodic reporting, trading and disclosure practices, proxy regulation and accounting and internal control requirements, as well as various general corporate counseling, audit committee, corporate governance and compensation plan matters common to public companies. He has also led Faegre teams in several internal corporate investigation matters for public company clients. Representative clients include Capella Education Company, SUPERVALU, ValueVision Media, HMN Financial, H.B. Fuller Company, Piper Jaffray Companies, Hutchinson Technology, and Land O'Lakes.

Representation of Broker-Dealers and Investment Banks
David serves as counsel to regional and national investment banking firms on a wide range of matters, including capital market activities, mergers and acquisitions, valuation, fairness and solvency opinions, compliance, research, financial advisory services, public and private offerings and venture capital. Representative clients include Piper Jaffray & Co., RBC Capital Markets Corporation, Greene Holcomb & Fisher and Lazard Middle Market.

Representation of Private Companies
David counsels venture-backed private businesses such as Bluestem Brands (fka Fingerhut Direct Marketing), as well as seasoned private companies such as Pohlad Companies, Marquette Financial Companies and Alerus Financial Corporation.

Representation of Banks, Bank Holding Companies and Other Financial Services Companies
In addition to broker-dealers and investment banks, David's work experience in the financial services area includes representation of banks, thrifts, bank and thrift holding companies, leasing companies, real estate services companies and other financial services businesses. Representative clients include Marquette Financial Companies, Alerus Financial, HMN Financial and Wells Fargo.

Venture and Equity Capital Financing
David has served as counsel to Piper Jaffray Merchant Banking, Pohlad Family Companies, Norwest Equity Partners and Piper Jaffray Ventures in venture and later stage equity investments in the United States, Europe and Scandinavia, and as counsel to emerging companies raising venture and other equity capital financing.

Pro Bono

Honors

Professional Associations

Presentations

• The Art of Regulation D and Private Placements 
  Panelist, TheCorporateCounsel.net Webcast (April 2012) 
• Dodd Frank Financial Modernization Legislation
  MN CLE  (September 2010)
• Impact of Dodd-Frank on S&Ls
  Faegre & Benson Webcast (August 2010)
• SEC Accounting, Compliance and Legal Issues
  Bowne Conference (May 2010)
• M&A Engagement Letters
  Strafford Webinar (April 2010 and June 2011)
• Mergers and Acquisitions Conference
  The Deal/Faegre & Benson (October 2008, 2009, 2010)
• The Economic Crisis
  Minnesota CLE (August 2009)
• From EESA to TARP to ARRA
  Hennepin County Bar Association (April 2009)
• TARP Update
  Minnesota Bankers Association (November 2008)
• TARP Update
  Faegre & Benson Webinar (November 2008)
• Emergency Economic Stabilization Act of 2008
  Minnesota CLE (October 2008)
• Attorney Conduct Rules - In-House Counsel Ethics
  Minnesota CLE (May 2006)
• Securities Regulation 2006
  Minnesota CLE (January 2006)
• Drilling Down: Seasoned/Unseasoned Issuers and Voluntary Filers doing Offerings under the '33 Act Reform
  Corporate Counsel.net National Webcast (September 2005)
• Capital Market Update for Banks and Bank Holding Companies
  MN Bank Holding Company Association (October 2004)
• Proxy Season Update
  Faegre & Benson Seminars 2004 - 2009
• SEC Issues Update
  Glasser Legal Works/Bowne (May 2001)
• The Gramm-Leach Bliley Act
  Faegre & Benson Seminar (January 2000)

Legal Updates

• Dodd-Frank Act: Corporate Governance and Executive Compensation
  Financier Worldwide (October 2010)
• Dodd-Frank Act: Financial Reform Update
  Faegre & Benson Website (July 2010)
• FDIC Issues Advance Notice of Proposed Rulemaking on Employee Compensation
  Faegre & Benson Website (February 2010)
• SEC Adopts Final Proxy Rule Regarding Say-on-Pay Vote for TARP Recipients
  Faegre & Benson Website (January 2010)
• Federal Reserve Proposes Incentive Pay Restrictions for Banks
  The Banking Law Journal (January 2010)
• Identifying Who is Obligated to Pay: How Merger Advisors Can Protect Their Interests
  Faegre & Benson Website (December 2009)
• Alternatives Available for Non-U.S. Companies Looking to Trade Securities or Raise Capital in U.S. Capital Markets
  Faegre & Benson Website (December 2009)
• SEC Again Extends Sarbanes-Oxley 404(b) Deadline for Smaller Reporting Companies
  Faegre & Benson Website (September 2009)
• Getting Out From Under the TARP
  Piper Jaffray & Co./Faegre & Benson (April 2009)
• Economic Stimulus Package Imposes New Executive Pay Restrictions on TARP Recipients
  Faegre & Benson Web site (February 2009)
• Deadlines for Financial Market Initiatives Are Approaching
  Faegre & Benson Web site (December 2008)
• TARP Capital Purchase Program May Boost Financial Services M&A Activity
  Faegre & Benson Web site (November 2008)
• Getting Engaged: When Hiring an M&A Financial Advisor, It's About the Contract
  Deal Lawyers (November - December 2008)
• Shining the Disclosure Light on Fairness Opinions: Delaware Courts Support Enhanced Disclosure in Early 2007 Cases
  Faegre & Benson Web site (July 2007)
• SEC 2005 Securities Offering Reform
  Corporate Counsel.Net (December 2005)
• SEC Adopts Significant Securities Offering Reforms Affecting Investment Banks
  Investment Banking Legal Quarterly (September 2005)
• Fairness Opinion Disclosure Update
  Investment Banking Legal Quarterly (July 2004)
• The SEC's Latest MD&A Guidance - Signposts for the Upcoming 10-K Season
  Investment Banking Legal Quarterly (December 2003)
• SRO Research Conflict of Interest Rules Modified to Meet SOX Requirements
  Investment Banking Legal Quarterly (October 2003)
• PIPE Dreams: Public Equity Offerings Without the Public Spotlight
  Investment Banking Legal Quarterly (October 2003)
• The Global Settlement of Research Conflicts of Interest--Back to the Future for the Research Analyst
  Investment Banking Legal Quarterly (June 2003)
• Delaware Supreme Court Issues Written Opinion Regarding its Controversial Lock-Up Ruling
  Aspen Publisher's Corporation Bulletin (May 2003)
• Investment Banks Beware: General Solicitation Problem in Private Deals May Cost You a Fee
  Investment Banking Legal Quarterly (March 2003)
• Reasonable Investigations in a Post-Sarbanes World: What's New in Due Diligence for Underwriters?
  Investment Banking Legal Quarterly (March 2003)