Overview
Dave is a Member in the Business Department at McDonald Hopkins and part of the Firm’s Mergers and Acquisitions Practice Group. His practice is focused on counseling clients on mergers and acquisitions, purchase and sale of private businesses, commercial financing, private offerings of debt and equity securities, venture capital and private equity transactions, and general governance issues.
Dave also regularly provides counsel to companies and investors in venture capital and angel investment transactions, from a wide range of industries at various stages of growth. His experience includes acting as outside general counsel to clients at all phases of their business lifecycle on matters related to customer and vendor contracts, securities and tax compliance, and employee incentive offerings.
In addition to his M&A practice, Dave is an experienced data privacy and cybersecurity attorney. He counsels clients on matters related to compliance with federal and state statutes and regulations, as well as industry standards and emerging regulatory requirements. He is also experienced in developing internal policies and procedures for clients, and providing incident response guidance following a data breach.
Dave works with a broad range of clients and is well versed working with those in highly regulated industries such as government contracting. He has experience drafting acquisition agreements, commercial loan agreements, joint venture agreements, mentor-protégé agreements, subcontract agreements, and private investment documents. Additionally, he assists clients in soliciting, negotiating, and obtaining Small Business Administration (SBA) loans from SBA-approved lenders, as well as helping clients obtain financing through the SBA disaster assistance loan program.
Dave earned his J.D., summa cum laude, from the University of Baltimore School of Law, where he served as the Editor-in-Chief of the University of Baltimore Law Review and was the valedictorian of his graduating class.
Prior to the start of his legal career Dave was a Captain in the U.S. Marine Corps, serving for six years and deploying in support of Operation Iraqi Freedom and Operation Enduring Freedom. Following his service, Dave worked as a senior consultant in the cybersecurity field.
Representative Cases & Matters
- Represented a publically-traded information technology product and services company in an equity acquisition of a Maryland-based provider of blockchain and encryption algorithm technology.
- Represented a Kentucky-based multi-channel contact center and its ownership group in the sale of 100% of the outstanding equity to a private equity group. The transaction, valued at $110,000,000, involved Hart-Scott Rodino (HSR) compliance analysis and filings, a pre-closing subchapter F reorganization, and significant tax considerations.
- Represented a Virginia-based government contractor in the intelligence and defense industry and its ownership group in the sale of 100% of the outstanding equity to a publicly traded company with a transaction value of $16,000,000.
- Represented a Maryland-based healthcare IT client in a private financing issuance of convertible debt securities (valued at $25,000,000) to fund strategic growth and ongoing operations.
- Represented a VA-based kidney care and population health services company in a private offering of Series C Convertible Preferred Stock and simultaneous secondary redemption of founders’ common stock. The transaction, valued at $64,000,000, involved pre-closing negotiation and closing of a line of credit debt facility with a senior lender to fund interim operations, and the negotiation of terms of conversion of multiple tranches of outstanding convertible debt securities into the Series C Preferred Stock.
- Advised fund sponsors of a newly formed venture capital fund regarding investment fund structuring considerations, specifically focusing on a fund structure to avoid triggering affiliation under the U.S. Small Business Administration affiliation rules between portfolio companies, the fund, and fund LPs (limited partnerships).
- Advised an Alaskan Native Corporation (ANC) in its acquisition of 100% of the outstanding equity of a Georgia-based engineering, IT, and security systems government contractor. The transaction, valued at $27,385,000, involved a pre-closing subchapter F reorganization, post-closing inter-company organization and asset management for the ANC’s family of companies.
- Represented a Virginia-based government contractor and its ownership group in the sale of all of its equity interests to a private equity firm in a transaction valued at $21,000,000.
- Represented a government contractor and tribally owned entity in the intelligence and defense industry and its ownership group in the sale of all of its equity interest to a portfolio company of a private equity firm. The transaction, valued at $5,000,000 involved negotiated waivers of sovereign immunity by the tribal entity owners and significant intellectual property and government contracting considerations.
- Represented a government contractor in the intelligence and defense industry and its ownership group in the sale of all of its equity interest to a portfolio company of a private equity firm in a transaction valued at $6,250,000.
- Represented the majority owner of an IT services government contractor in a SBA 7(a) loan-backed management buyout. The transaction, valued at $10,272,500, involved navigating compliance with SBA 7(a) business loan transactions, as well as significant pre-closing tax work relating to the preparation and submission of an application for a private letter ruling from the IRS.
- Represented a Maryland-based government contractor in the strategic acquisition of all of the assets of a contractor in the intelligence and defense industry
- Represented various government contractors in the strategic acquisition of assets and the subsequent successful novation of such assets.
Credentials
Education
University of Baltimore School of Law
U.S. Merchant Marine Academy
Admissions – State
- Maryland
Professional & Civic
Professional Activities
Member, Maryland Association for Corporate Growth
Member, American Bar Association
Member, Maryland State Bar Association
News & Insights
Multimedia
Panelists will provide practical guidance and insight to address tax concerns in the current deal environment.
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Private equity sponsors operating within the government contracting industry have to navigate challenging rules and regulations at almost every turn. It is a complicated space for M&A, but understanding the risks could lead to great rewards for deals that are done correctly.
Events
Speaking Engagements
Cyber Preparedness and Its Impacts on Your Bottom Line, 2022 Cyber Risk Management Conference, July 13, 2022
M&A Transactions in the Government Contracting Industry: Overview and Practice Tips, 2022 MSBA Legal Summit, June 2, 2022
VIP ADVANCE: M&A Class Exercise – Case Study/Group Exercise, Veteran Institute for Procurement Event, March 9, 2022
Navigating GovCon: Strategic Growth Paths for Small Business, 2021 National 8(a) Association Regional Conference in New Orleans, October 18, 2021
Acquisitions and Mergers, National 8(a) Association 2021 Alaska Regional Conference, August 24, 2021