Dave is a Member of the Corporate and Business Practice Group. He has a diverse business practice but focuses primarily on mergers and acquisitions, underwriting and due diligence review in representation and warranty insurance transactions, intellectual property protection including trademark and copyright prosecutions, software licensing, securities regulation and private placements, tax-exempt organizations and internet and e-commerce transactions. Dave serves as corporate counsel to a number of privately held companies. He assists these clients in a variety of matters including choice of entity and formation decisions, capital raises, asset and equity dispositions as well as with all manner of commercial and operational contracting issues. For years, Dave has regularly represented one of the leading specialized managing general underwriters of Transactional Liability Insurance products, including conducting underwriting and due diligence review for representations and warranties insurance in M&A transactions valued in excess of one billion dollars. Dave also serves as coverage counsel for a variety of representations and warranty insurers. Dave has extensive experience representing developers, vendors and licensees of off-the-shelf and custom software and related technology, systems and services. Dave represents numerous tax-exempt organizations including charitable organizations and private foundations regarding all aspects of formation and ongoing operations. Dave has represented numerous clients in shareholder disputes involving employment, control, squeeze-out, deadlock and other issues including matters before the Ohio Supreme Court. Dave routinely delivers legal opinions in a variety of transactions including closing opinions, remedies opinions, security interest opinions and non-consolidation opinions.
- Represented both public and private companies in numerous mergers, acquisitions, dispositions and reorganizations.
- Served as outside counsel to one of the leading specialized managing general underwriters of Transactional Liability Insurance products, including conducting underwriting and due diligence review and serving as policy counsel for representations and warranties insurance in M&A transactions valued in excess of one billion dollars.
- Served as coverage counsel for a variety of representations and warranty insurers on a number of claims.
- Served as in-house Legal Counsel (on outsourced basis) to a leading U.S. and global telecommunications provider.
- Prepared and negotiated Network Service Provider, Peering, Interconnection and Collocation Agreements, Strategic Alliance Agreements for international network expansion in the Pacific Rim, South America and Europe, and domestic and international network service, vendor, software license and partnering contracts.
- Served as in-house Legal Counsel (on outsourced basis) to the leading U.S. internet service provider.
- Prepared and negotiated content development and advertising agreements, custom software licensing and custom internet network contracts and marketing partner agreements.
- Prepared and negotiated multiple arrays of business and commercial contracts including non-competition, confidentiality, trade secrets and independent contractor agreements, and purchase orders and terms and conditions for the sale of goods or services.
- Development, licensing, transfer and protection of intellectual property, software and technology rights.
- Information system outsourcing transactions in the retail and health care industries.
- Extensive experience in handling minority shareholder disputes and related matters for closely held corporations.
- Securities registrations in multiple jurisdictions of $45,000,000 in debt securities issued by a revolving fund on an annual basis.
- Numerous private placements of equity and debt securities and other financings in various jurisdictions.
- Handled a management led acquisition of an Ohio public company.
- Development and implementation of integrated delivery systems among independent hospital networks.
- Formation and ongoing counsel to numerous tax-exempt organizations.
Publications & Speaking Engagements
- Contributing Author - Ohio State Bar Association - Legal Basics for Small Business and Fine Print
- Published on a variety of corporate and business law topics including in Columbus C.E.O. Magazine and Columbus SBN Magazine
Affiliations and Civic Involvement
- Ohio Bar Association
- Corporation Law Committee
- Nonprofit Corporations Subcommittee
- Columbus Bar Association
- Securities Law Committee
- Board of Directors, Friends for Life Fund
- Counsel to numerous charitable organizations on a pro bono basis
- Capital University Law School (J.D., cum laude, 1990)
- Order of the Curia
- Law Review
- The Ohio State University (B.A., 1987)