David Mittelman
Partner
Securities and Capital Markets, Regulatory, Compliance & Corporate Governance
San Francisco, Silicon Valley (Menlo Park)
(415) 325-4408
David Mittelman is a seasoned counselor to companies, funds, directors, officers, and investors on securities transactions, corporate governance, and legal planning. His more than twenty years of experience includes capital market offerings, mergers and acquisitions, internal investigations, and regulatory compliance. He also provides advice on general corporate law including tax matters, commercial contracts, and data privacy. His clients include technology companies, life science companies, real estate companies, financial institutions, venture funds, hedge funds, and investment advisors.
David previously worked in the Division of Corporation Finance of the Securities & Exchange Commission. While at the SEC, he served as Legal Branch Chief overseeing reviews of IPOs, 10-Ks, and various other SEC filings made by domestic and foreign registrants. Prior to becoming Legal Branch Chief, he served in the Office of Mergers & Acquisitions reviewing submissions and answering interpretive questions regarding tender offers, proxy contests, going private transactions, and beneficial ownership reporting.
REPRESENTATIVE MATTERS
- Counseled venture platform in connection with program for sales of restricted securities
- Advised foreign-based technology company in connection with SEC registration on Form 10
- Counseled Nasdaq-listed small cap company in successfully responding to activist shareholder proposal
- Advised NYSE-listed mid cap company in connection with development and reporting of ESG program
- Counseled life sciences company on successfully rebutting Section 16 short-swing profits claim against insider
- Advised venture investor on portfolio company initial public offering onto London Stock Exchange AIM
- Counseled dual-listed U.S. and Canadian company on FINRA inquiries into unusual trading activity
- Advised formerly OTC-traded company on regaining reporting status and filing comprehensive Form 10-K
- Counseled founder on remedial beneficial ownership reporting and group formation
- Advised variable annuity subsidiaries in connection with multi-billion dollar spin-off by public insurance company
- Counseled founders on corporate governance and sale of equity ownership in investment advisor
- Advised foreign commodities ETF structure on U.S. securities law compliance
- Counseled newly public company on 10b5-1 plans and private sales by insiders and venture funds
- Advised public company on FINRA investigation of third party trading in advance of public offering
- Counseled public company on remedial action for director short-swing profit disgorgement
View More Representative Matters
- Advised audit committee on review of executive officer misuse of funds and breach of Code of Conduct
- Counseled public company on financial restatement and waiver request from Division Office of Chief Accountant
- Advised public company on internal investigation of U.S. Foreign Corrupt Practice Act and U.K. Bribery Act allegations
- Counseled international investment advisor on regulatory restrictions for sharing investment opportunities
- Advised financial advisor on providing fairness opinion in connection with auction of division spin-off
- Counseled institutional investor on Regulation M compliance procedures in response to FINRA inquiries
- Advised public company on implementation of employee option exchange program
- Counseled registered investment advisor on review of advisory agreement and internal policies in response to audit
- Advised hedge fund on structuring trading strategy in compliance with margin lending and anti-manipulation restrictions
- Counseled pension fund in review of insider trading compliance best practices and procedures
- Advised financial institution on responding to third party requests for non-public representations under the Dodd-Frank Act
- Counseled foreign investment advisor on institutional ownership and large trader reporting
- Advised financial institution on auction process of foreclosed stock collateral
- Counseled financial technology venture on process to sell loan interests to outside investors
- Advised financial institution on obtaining exemptive relief from California Department of Business Oversight regulation
- Counseled industrial technology companies on establishing SEC conflict minerals compliance program and reporting
- Advised foreign private issuers on cross-border regulations for communicating with U.S. shareholders
REPRESENTATIVE TRANSACTIONS
- $4 billion stock buyback and accelerated share repurchases by NYSE-listed transportation company
- $2 billion merger between two publicly-listed financial technology companies
- $950 million initial public offering by biopharma company onto the Nasdaq
- $600 million registered debt exchange offer by Nasdaq-listed biopharma company
- $550 million business combination among three publicly-traded financial institutions
- $280 million underwritten secondary offering of Nasdaq-listed technology company stock
- $220 million cash and stock sale of private advertising company to Nasdaq-listed media company
- $140 million follow-on offering by Nasdaq-listed regional bank
- $125 million equity offering by unlisted company into proprietary Rule 144A market
- $125 million equity offering by consumer products portfolio company onto the Nasdaq
- $100 million initial public offering by technology-focused special purpose acquisition company onto the Nasdaq
- $100 million initial public offering by medical technology company onto the NYSE
- $75 million at-the-market equity offering by NYSE-listed health care REIT
- $40 million aggregate confidentially-marketed and private-investment public offerings by Nasdaq-listed technology company
- $16 million underwritten initial public offering by Canadian company onto the Nasdaq
- $16 underwritten uplisting onto the Nasdaq by technology company and selling stockholders
PUBLICATIONS
- Securities Law Techniques, Williams Act-Beneficial Ownership Disclosure, Matthew Bender Elite Products
- Beneficial Ownership Reporting, Lexis Practice Advisor
- Shareholder Proposals, BNA Corporate Practice Series Portfolio No.83-2nd
- Wake Up and Smell the E-proxy Coffee: Changes Ahead for Online Solicitations, DealLawyers
- Testing-the-Waters: Regulation A’s Model for Soliciting Investor Interest, Suffolk U.L. Rev.
SPEAKING ENGAGEMENTS
- Disclosure Documents and Trends, Practising Law Institute
- Sarbanes-Oxley Updates for Compliance Executives, ExecSense
- U.S. and Global Securities Compliance Update, National Association of Stock Plan Professionals
- Preparation of Annual Disclosure Documents, Practising Law Institute
- Legal and Practical Issues in Managing 10b5-1 Plans, Society of Corporate Secretaries & Governance Professionals
- The Revised Rules for Resale of Restricted Securities, Compliance Week
- Private Offering Reform: How Proposed SEC Rules Could Alter the Capital Markets, Deal Flow Media
- Sarbanes-Oxley Act: Language and Concepts, American Bar Association Fall Meeting
PROFESSIONAL HONORS & AWARDS
- Corporate Finance Rising Star, Law360 (Portfolio Media Inc.)
- Client Service All-Star, BTI (BTI Consulting Group)
- Capital Markets Award, SEC
News, Events, & Insights
- U.S. Law Guide for U.S. Companies on ASX
Insights August 7, 2023
- Rimon Law welcomes Corporate attorney David Mittelman as Partner in its San Francisco office.
News January 13, 2020
