J. David Washburn
Partner

1717 Main Street
Suite 3700
Dallas TX 75201
P: 214.659.4678
F: 214.659.4891

David's practice involves:

  • structuring, negotiating, and implementing mergers and acquisition transactions
  • functioning as outside general counsel to public and private corporations
  • public and private financing transactions
  • SEC reporting and regulatory compliance
  • counseling clients on corporate governance and Sarbanes-Oxley issues
  • internal investigations

Representative Experience

  • Regularly represents corporations in significant public and private M&A transactions, including:
    • Merger of world’s leading technology services company;
    • Merger of publicly traded telecommunications carrier;
    • Assisted the nation's largest wireless cable company in the simultaneous merger of five public and quasi-public companies and the concurrent issuance of public equity;
    • Represented a "top five" domestic interexchange carrier in the acquisition of a multinational telecommunications company;
    • Acquisition by public company of privately held distribution business with offices in China and Germany;
    • Attempted take-over bid of NYSE oil and gas Royalty Trust;
    • Extensive experience with “middle-market” M&A transactions valued between $5 million and $250 million in the following industries: medical devices, biotechnology, software, distribution, food products, telecommunications, online services, manufacturing and services.
  • Serves as special counsel to boards, committees and individuals in a variety of special investigations and corporate governance matters, including:
    • Represented special committees and others in multiple stock option back dating investigations;
    • Represented international company with internal FCPA investigation;
    • Representation of U.S. company in significant overseas employee embezzlement investigation;
    • Represented Board of Directors of publicly traded steel mill in bankruptcy situation;
    • Represented Special Litigation Committee in Derivative Action;
    • Represented individuals in a variety of Sarbanes-Oxley related inquiries.
  • Represents issuers in initial public offerings in a variety of industries, including: high technology, telecommunications, banking, manufacturing and service.
  • Represents participants in other sophisticated financing transactions, including:
    • Represented NYSE-traded issuer in the first offering of trust originated preferred securities (commonly referred to as “TOPrS”) pursuant to Rule 144A outside of New York;
    • Represented AMEX-traded bank holding company in IPO of TOPrS;
    • Represented NASDAQ-traded telecommunications company with public spin-off of its billing information management subsidiary;
    • Represented underwriters in numerous secondary and PIPE transactions.
  • Numerous venture capital and private equity financings for both investors and issuers.
  • Extensive experience with NASDAQ, AMEX, NYSE and OTCBB issues.

Articles / Publications

Cover/Book Author

  • "10b5-1 Plan Abuse - Practical Steps to Detect and Prevent," The Corporate Counselor (September 2007)
  • "Doing Business in States Other Than the State of Incorporation," BNA - Corporate Practice Series (2006), ISSN 0162-5691; No. 85
  • “Addendum to the SEC Handbook – Covering SEC Rules Related to the Sarbanes-Oxley Act, 2003 Addendum,” RR Donnelley Financial Handbook (2003)
  • "The Sarbanes-Oxley Act of 2002, with Analysis - The Effect of the Sarbanes-Oxley Act on Directors and Officers," Matthew Bender Publication, (2002), ISBN 0-8205-5722-6
  • “Navigating the Minefield of the SEC’s Ethics Reform Measures,” Wall Street Lawyer (November 2002)
  • “Creating the Ultimate Board in the Sarbanes-Oxley, Post-Enron Era,” Securities Regulatory Update (November 2002)

Author

  • "Stock Option Scandal," Texas Lawyer, Developments in the Substantive Law (December 25, 2006)
  • "Decoding the Stock Option Backdating Scandal," State Bar of Texas, Corporate Counsel Section Newsletter (Summer 2006)
  • "Indemnification of Directors and Officers: A Different Side to the Problem of Corporate Corruption," Wall Street Lawyer (June 2004)
  • “Now It’s Personal: The Real Impact of Sarbanes-Oxley on Directors and Officers,” Wall Street Lawyer (September 2002)
  • “Insider Trading: The Rules Have Changed,” Orange County Business Journal (July 16, 2001)

Guest Commentator

  • “The Impact of the NYSE Proposed Rule Reform on Southwest Airlines,” National Public Radio, Nationwide (December 2002)
  • “August 14, 2002 – Reckoning Day for Public Company CEOs/CFOs,” WBAP News Radio, Dallas, Texas (August 16-18, 2002)
  • “Potential Insider Trading Liabilities for ImClone Executive,” Yahoo! FinanceVision (June 14, 2002)

Quoted In

  • “Putting Faith in Blind Trusts,” CFO (April 2003)
  • “Sarbanes-Oxley hits smaller firms in wallet,” Dallas Business Journal (August 30 - September 5, 2002)
  • "Stock Options - Raising Money, " Entrepreneur (May 2002)
  • “A New Take On the ‘Blind Trust’ – How executives insulate themselves from holdings that could get them into trouble,” The Christian Science Monitor (January 14, 2002)
  • “Oops! It's Regulation FD,” PR Week (January 8, 2001)
  • “Put Up or Shut Up – To Comply with Reg FD, corporate officers are starting to put company news on the Web. Hijinks ensue,” eCFO (Spring 2001)
  • “SEC Solution Takes Edge Away from Analysts,” Austin Business Journal (November 24, 2000)
  • “New SEC Disclosure Rule Could Hinder Giants, Help the Small,” Best Insurance News (August 17, 2000)
  • “Legal Recourse,” Dallas Morning News (June 28, 2000)
  • “SEC's Push for Plain English Strains Deals,” Dallas Morning News (June 13, 1999)

Briefings, Seminars & Speeches

Webinars

Speaker

  • "Realizing Your Company's Potential in Preparation for an IPO," Ernst & Young sponsored presentation, Belo Mansion (March 26, 2008)
  • "Foreign Corrupt Practices in 2007 - Assessing the Real Risk," with Matthew Nielsen, at the Tatum Directors Roundtable, offices of Tatum, LLC (March 25, 2008)
  • "Crisis Management for Corporate Counsel," Association of Corporate Counsel - DFW Chapter 2007 Golf and Spa Event, Dallas, TX (September 2007)
  • "Conducting an Effective, Efficient and Objective Internal Investigation," University of Texas School of Law, 29th Annual Corporate Counsel Institute (May 11, 2007)
  • "Decoding the Backdating Scandal," Navigant Consulting (October 2006)
  • "The Impact of Sarbanes-Oxley on Public Companies and their Managers,“ Sarbanes-Oxley for Financial Managers Dallas (October 20, 2004), Austin (October 21, 2004) and Houston (October 22, 2004)
  • "The Real Lessons Learned from Enron, WorldCom and Other Recent Cases,” D&O Market Meltdown Conference (April 2, 2003)
  • “Current Developments in Securities Law – Sarbanes-Oxley and Beyond,” The 2003 Securities Law Institute, Cleveland, Ohio (February 6, 2003)
  • “IPO Planning for VC-Backed Portfolio Companies” (November 12, 2002)
  • “Fiduciary Duties Post-Enron,” Farm Credit Bank – National Director’s Conference (September 10, 2002)
  • “New SEC Rule 10b-5: Now insiders can safely trade in their companies' securities” (April 10, 2001)
  • “Understanding New Regulation FD” (January 9, 2001)

Panelist

  • "Building a Winning Board" Worshop presented by Texchange and NASDAQ OMX, University of Texas at Dallas (April 29, 2008)

Professional / Civic Affiliations

Board of Directors - Entrepreneurs Foundation of North Texas

Founder - GC Netweavers, a Dallas based networking group of over 50 General Counsels

Founding Board Member - TexChange, a 501(c)(3) dedicated to advancing entrepreneurship in Dallas, Texas

Steering Committee Member - Technology Alliance of Dallas, an umbrella organization of non-profits that work together to promote technology entrepreneurism in Dallas, Texas

Delegate - City of Dallas Mayor's Office - Signing of International Partnership Agreement with the City of Shenzhen, China (October 2004).  Currently serving on the Greater Dallas Chamber's China Task Force.

Leadership Dallas - Class of 2005

HONORS

  • Noted by the Legal 500 (a directory of leading legal practioners compiled on the basis of peer and client referrals) as a "key figure" in the Central United States for M&A transactions
  • D Magazine - Best Lawyers Under 40

Headline News

Industries
Practice Areas
Education
  • JD, 1992, highest honors, University of Tulsa, Order of the Curule Chair
  • BA, 1989, University of Nebraska
Admitted
  • Texas 1992
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