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Securities Regulation
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.
Illustrative offering work includes:
Counsel to Capella Education Company in its initial public offering and follow-on public offering
Counsel to Piper Jaffray & Co. in over 75 public and private offerings in past 10 years
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 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
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