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- Private Equity Transactions
- Securities and Investment Litigation
- Technology Transactions
- Venture Capital
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Education
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University of Michigan Law School,
J.D., 1990
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University of Michigan Gerald R. Ford School of Public Policy,
M.P.P., 1986
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University of Michigan,
B.A., 1985
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Admissions
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Illinois
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Illinois USDC, Northern District
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Michigan USDC, Western District
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Affiliations
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American Bar Association
Business Law Section, Past Editor in-Chief, Business Law Today
Business Law Section, Past Chair, Strategic Communication Committee
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Recognitions
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Listed in The Best Lawyers in America® (by BL Rankings), 2023-2025
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Listed in Chambers USA for Corporate/M&A in Illinois, 2008-2016 (by Chambers & Partners)
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Listed in Illinois Super Lawyers, 2005, 2013-2015 (by Thomson Reuters)
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Employment
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Thompson Coburn LLP
Partner, 2013-Present
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Duane Morris LLP
Partner, 2002-2013
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Katten Muchin Zavis Rosenman
Partner, 1998-2002
Associate, 1990-1998
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Community
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Chairman of the Board for Zacks Trust, a trust for a series of exchange-traded Zacks Investment Management-advised mutual funds and ETFs
June 2021-present
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American Intercontinental University, a regionally accredited institution owned by Career Education Corporation (CECO)
former Governing Board Vice Chairman (9 years)
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Colorado Technical University, a regionally accredited institution owned by Career Education Corporation (CECO)
Governing Board of Trustees former Chairman (8 years)
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Western International University, a regionally accredited institution owned by Apollo Global
former Chairman of the Board (5 years)
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David is Co-Chair of the Firm's national Corporate and Securities Practice Group. He is a corporate architect who develops and implements creative legal strategies that help clients achieve their high-level business and financial objectives.
He leads mergers and acquisitions for companies of all sizes and industries, providing a practical, 360-degree perspective on domestic and international transactions. As one client remarked to Chambers USA (by Chambers & Associates), which ranked David for Corporate/M&A in Illinois from 2008-2016, he demonstrates a proven ability to "balance time, money, and outcome for clients."
David has led over $8 billion in securities offerings, and represents both issuers and underwriters in primary and secondary offerings of equity and debt. He also advises investors on their security investments in public companies, and represents private equity participants (including fundless sponsors and high net worth individuals) in their transactions. David frequently provides ongoing SEC compliance and reporting.
David has extensive experience in the private equity space, and helps buyers and sellers make smart, legally sound decisions on investments in a variety of sectors, from high-tech to innovative restaurant concepts to unique entertainment facilities.
Boards of directors, board committees and officers regularly look to David for practical, actionable guidance on their fiduciary duties and other obligations. He has helped boards and board members navigate changes of control, contests for corporate control, and other liabilities, all while working within the complicated state and federal regulatory framework governing public companies.
David is one of the few corporate practitioners who regularly advises financial advisors in connection with their engagements in rendering fairness and solvency and "non-solvency" opinions. He also advises both acquirers and sellers of SEC reporting "corporate shells" and other participants in mergers with these shells.
Thompson Coburn Publications
Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements
Three red flags for sellers in M&A transactions
How to choose a lawyer for the sale of your business
SEC proposes SPAC rules to provide additional investor protections
SEC proposes new rules for climate-related disclosure
SEC urges SPACs to include disclosures of conflicts of interest
Key considerations for target companies in a SPAC merger
IRS clarifies employee retention tax credit rules for Q1 and Q2 of 2021
IRS extends filing and payment deadline for individual taxpayers
IRS clarifies legislative changes to the employee retention tax credit
Key tax provisions in the coronavirus relief bill
Top ten issues to negotiate in an M&A engagement letter during an economic downturn
IRS clarifies holding period rules for profits interests and carried interests
Proposed tax plans of the 2020 presidential candidates
Highlights from the SBA’s further guidance on PPP loan forgiveness
COVID-related clauses to consider adding to your M&A documents
Congress relaxes Paycheck Protection Program rules
‘COVID-19 Adjustment’ may lessen Cook County property taxes in light of pandemic
HEROES Act proposes more potential tax incentives
IRS updates filing and payment deadlines and time-sensitive action FAQs
Effect of “forgiven” PPP loan on the deductibility of covered expenses
Illinois residents urged to ‘stay at home’
Practical methods to assure payment and increase collection of accounts receivable during COVID-19
IRS clarifies Social Security tax deferral under CARES Act
Tax filing and payment deadlines extended due to COVID-19 (again)
Key tax provisions in the CARES Act
Economic relief opportunities for small businesses during COVID-19
Business tips during the Coronavirus outbreak
10 best practices to keep your business healthy during the Coronavirus outbreak
What you should do when PE firm offers to buy your business: Part 3
What you should do when PE firm offers to buy your business: Part 2
What you should do when PE firm offers to buy your business: Part 1
Proposed changes to Regulation S-K impacting disclosures
Sweeping tax reform necessitates review and analysis of form of entity
Private equity’s top ten issues for the next president
10 implications of SEC's repeal of general solicitation rules
Blogs
Top 5 warning signs for cannabis investors
TCLEs
Preparing for Success: How to Position your Company for a Liquidity Event
Publications
Co-Author, "Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements,"
The Journal of Federal Agency Action, May-June 2024
Quoted, "Donald Trump’s Truth Social parent company goes on volatile ride in debut: ‘Definitely the latest meme stock’,"
The New York Post, March 26, 2024
Quoted, "What you need to know about Shein’s incoming IPO"
Glossy, November 28, 2023
Quoted, "Shein Faces a Tough Market and Tougher Questions on the Road to IPO"
Barron's, November 29, 2023
Quoted, "Fast-fashion giant Shein could have the 5th-largest consumer IPO of all time—but its China roots and forced-labor allegations make it challenging"
Fortune, November 28, 2023
Quoted, "Shein’s IPO Plan to Fuel Scrutiny Over Cotton, China Roots"
Bloomberg, November 28, 2023
Co-Author, "Tips on how to create leverage when selling your business"
St. Louis Inno, October 1, 2023
Quoted, "‘Flat Is the New Up:’ as Three Tech Unicorns Go Public, It’s Less a Call to Arms and More a Shoulder Shrug,"
Business Insider, September 22, 2023
Quoted, "HSR merger notification changes will hurt small dealmaking most, advisors say"
Dealreporter; PaRR, August 4, 2023
Quoted, "LPs in funds could be revealed in lawsuits under proposed FTC rules",
Buyouts, July 24, 2023
Quoted, "Merger guidelines update reflects US enforcers’ drive to slow M&A, lawyers say",
Dealreporter; Mergermarket; PaRR July 21, 2023
"How NIL Collectives Could Be Tax-Exempt After IRS Curveball",
Law360, July 19, 2023
"5 Reasons For Optimism In The Venture Capital Community";
Law360, May 8, 2013
Co-Author, "SEC Rule Proposal Would Permit Public Offerings in "Private Placements" and Facilitate";
Client Alert, September 13, 2012
"Attorney Tests His Limits During Tough Climbing Adventure";
Chicago Daily Law Bulletin, August 28, 2012
"New JOBS Act will Soon Operate as Boom to Private Offerings";
Chicago Daily Law Bulletin, June 1, 2012
Co-Author, "JOBS Act Enacted, Imposes Substantial Deregulation on the Mechanics of Securities";
Client Alert, April 13, 2012
"Why I Dumped My Blackberry (And Got an iPhone)";
LJN's Legal Tech Newsletter, March 2012
Co-Author, "SEC Amends Accredited Investor Net Worth Standards per Dodd-Frank";
Client Alert, December 28, 2011
Co-Author, "Delaware Supreme Court Reverses Ruling on Term-Lengths for Directors Serving on Staggered Boards";
Client Alert, December 15, 2010
"Top Ten Rules to Avoid Legal Trouble in Social Media Programs and Campaigns";
excerpt posted on brandchannel.com, November 11, 2010
"The Impact of the SEC's New Proxy Rules";
Institutional Investor, September 2010
Co-Author, "SEC Provides Relief for Non-Accelerated Filers from Auditor Attestation Report on Internal Control over Financial Reporting";
Client Alert, September 22, 2010
Co-Author, "SEC Adopts New Rules Providing Proxy Access for Shareholders";
Client Alert, September 10, 2010
Co-Author, "SEC Issues Concept Release on the "Plumbing" of the U.S. Proxy System";
Client Alert, April 1, 2012
Co-Author, "U.S. Senate Passes Massive Hedge Fund Managers Regulation Bill";
Client Alert, June 7,2010
Co-Author, "FINRA Issues Regulatory Guidance for Broker-Dealers' Investigations in Private Placements";
Client Alert, April 28, 2010
Co-Author, "Modifications to Press-Release Requirements for NASDAQ-Listed Companies";
Client Alert, April 1, 2010
Co-Author, "SEC Finalizes Proxy Disclosure Enhancements";
Client Alert, December 28, 2009
Co-Author, "SEC Reopens Public Comment Period for Proposal Relating to Shareholder Director Nominations";
Client Alert, December 16, 2009
Co-Author, "Delaware Chancery Court Refines Applicability of Entire Fairness and Business Judgment Standards of Review for Certain Merger Transactions";
Client Alert, November 10, 2009
Co-Author, "Words Matter: Financial Advisors Need to be Careful Using Form Engagement Letters";
Client Alert, November 6, 2009
Co-Author, "SEC Revises Policies on Excluding Shareholder Proposals Concerning Risks";
Client Alert, November 5, 2009
Co-Author, "New Rules for Online Proxy Materials?";
Law 360, November 9, 2009
Co-Author, "SEC Proposes Amending Rules for Internet Availability of Proxy Materials";
Client Alert, October 22, 2009
Co-Author, "SEC Grants Final Extension for Compliance with Auditor Attestation of Internal Control Reports";
Client Alert, October 7, 2009
Co-Author, SEC Order Sanctions Against Unregistered Broker-Dealers";
Client Alert, July 21, 2009
Co-Author, "SEC Proposals on Proxy Disclosure and Solicitation Enhancements";
Client Alert, July 20, 2009
Co-Author, "U.S. Senate and SEC Corporate Governance Proposals";
Client Alert, May 22, 2009
Co-Author, "SEC Files Credit Default Swap Insider-Trading Case";
Client Alert, May 12, 2009
Co-Author, "Common-Sense Ways for Businesses to Increase Collection of Accounts Receivable";
Client Alert, February 13, 2009
"Post-Madoff: What Now for Investors?"; with Marvin Pickholz and Jason Pickholz,
Law 360, January 9, 2009
"Proactive Steps for Businesses to Consider in a Down Economy";
The Legal Intelligencer, November 4, 2008
"Uncovering Ideal Opportunities";
Counsel to Counsel, May 2004
"Post-attach MAC";
The Daily Deal, December 13, 2001
"Enron's Implosion and Boards of Directors", Volume 16 Number 3;
Insights, March 2002
"New Merger Review Process Initiative Encourages Aggressive Participation by Business People and Their Lawyers";
Client Advisory
"Tyson-IBP Decision to Affect High-Stakes M&A Transactions";
Client Advisory
"Rights Offerings Increase in Popularity as a Method of Raising Capital";
Client Advisory
"SEC Adopts New Rules to Simplify Regulation of Takeover Transactions";
Client Advisory
Presentations
"Navigating Business Transitions: Professional Insights on Valuation, M&A and Succession Planning";
October 29, 2024
"Update on Fairness Opinions";
Business Valuation Association with Houlihan Lokey, November 2012
"Private Equity Connections";
Panel Presentation, May 2011
"Going Private: Opportunities Here and Now";
Webinar with Raymond James, November 2010
"Starting a New Business: Some Legal and Practical Tips";
Seminar, October 2010
"Managing Going-Concern Risk";
Duff & Phelps webcast, December 16, 2009
"What Board Members Need to Know About the SEC Proposal for New Investor Powers";
Reed Seminars webinar, May 2009
"Private Equity Update";
Midwest M&A Forum, Chicago, April 2008
"Role of Private Equity Groups and Hedge Funds";
Midwest M&A Forum, Chicago, June 2007
"Ethical Issues Confronting Transactional Counsel";
27th Annual Ray Garrett Corporate and Securities Law Institute, Chicago, May 2007
"Healthcare Investment Opportunities";
Strategic Research Institute - 9th Annual Private Equity Roundup, Scottsdale, Arizona, January 2007
"Managing Compliance and Mitigating Risk";
Martindale Hubbell's Best Practice Summit, Chicago, September 2006
"Risk Scenarios in Private Equity";
Chicago Federal Reserve System's Private Equity and Merchant Banking Center - "Shifting Winds of Private Equity Risk", July 2006
"Legal Issues: Fiduciary Duties and Special Committees";
National conference and Research Group's Conference, 2004
"Whistleblower Hotlines Under Section 301 of Sarbanes-Oxley: More Than a Mandate";
Shareholder.com Webcast, December 2003
"Alternative Exit Strategies: Going Private Transactions";
6th Annual Private Equity Roundup, Scottsdale, Arizona, February 2004
"Getting the Dough in 2005: Financing Early Stage Companies";
American Bar Association Annual Meeting, Chicago, August 2005
"Creative Private Equity Exit Strategies";
7th Annual Private Equity Roundup, Scottsdale, Arizona, 2005
"Going Private or Going Home";
Business Valuation Association Meeting, Chicago, 2005
"Fairness Opinions: How to Offer Directors Real Protection (Do It Right!)";
Business Valuation Association Meeting, Chicago, 2004
"The Current Regulatory Environment: What You Need to Know and What You Need to Do";
John Lafferty's Business and Financial Strategies for Owners and Entrepreneurs radio show on BusinessAmericaRadio.com, 2004
Strategic Research Institute;
5th Annual Private Equity Roundup, Scottsdale, Arizona, January 2003
Strategic Research Institute;
HR Annual Middle Market March Madness, Atlanta, Georgia, 2003
Annual Small & Micro Cap Public Company Symposium - Structuring Efficient Public-to-Private Transaction;
Ponte Vedra Beach, Florida, 2003
Practicing Law Institute, Securities Filings 2002 - Regulation S-K and Proxy Statements and Annual Reports;
Chicago, IL, 2002
Watson Wyatt - Mergers & Acquisitions Process: Doing the Deal and Integrating the Business;
Chicago, 2002
Strategic Research Institute - Executing and Funding Spin-Offs and Divestitures in an Illiquid Market;
Chicago, 2002
20th Annual Federal Securities Institute - Can Our Clients Control Their Own Future?;
Miami, Florida, 2002
Executing and Funding Spin-Offs and Divestitures - The ABCs of Spin-Offs;
Chicago, 2002
3rd Annual Mid-Market March Madness - Going Private Structuring and Deal Issues;
Palm Springs, California, 2002
Public to Private IV Conference - Structural Alternatives: Exploring Techniques for Taking Companies Private;
Chicago, 2001
Heller Financial: Private Equity Sponsor Summit - Legal Implications of Going Private;
New York City, 2001
CEO Summit: Current Issues for Mid-Cap Public Companies - Current SEC Issues;
Chicago, 2001
Mergers & Acquisitions Forum - Due Diligence in M&A Process;
Chicago, 2001
Mergers & Acquisitions Forum - Negotiating the Deal;
Chicago, 2001
Mergers & Acquisitions Forum - Due Diligence in M&A Process;
Miami, FL, 2001
The Complete Course on Conducting Bulletproof Due Diligence (Co-Chair) - Due Diligence in the M&A Process;
Miami, 2001
News
Journal Publishes SEC Rules Update by David Kaufman, Nabil Al-Khaled
David Kaufman, Nathan Viehl Discuss Reddit’s Initial Stock Performance
David Kaufman Discusses Truth Social Trading Debut with NY Post
David Kaufman Explores the State of College Athletics Amid Changing NIL Landscape
David Kaufman and Nathan Viehl Discuss Key Factors for Sellers’ Focus in M&A Transactions
Industry Coverage: David Kaufman Discusses Shein IPO
David Kaufman Discusses Reasons Behind Stock Drops in Fashion IPO Market
David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business
David Kaufman Explores How NIL Collectives Could Be Tax-Exempt After IRS Curveball
Thompson Coburn represents Maxim Partners in its blockbuster $610M sale of Zesty Paws
23 Thompson Coburn attorneys recognized in 2016 Chambers USA
25 Thompson Coburn attorneys recognized in 2015 Chambers USA
Webinar: ‘Preparing for Success - How to Position Your Company for a Liquidity Event’
David Kaufman featured in Law360 'Dealmakers' series
27 Thompson Coburn attorneys recognized in 2014 Chambers USA
David Kaufman presents West LegalEdcenter® webinar on SEC repeal of general solicitation rules