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PilieroMazza PLLC.
Dave Shafer Dave Shafer

David T. Shafer

Partner

Annapolis, MD

301.664.2222

dshafer@pilieromazza.com

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Bio

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Dave counsels clients on a broad range of business and finance matters, such as 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. He advises clients on all phases of their business life cycle, from formation and start-up through growth, operation, and sustainment to sale of the company—often counseling clients on matters related to customer and vendor contracts, securities and tax compliance, and employee incentive offerings.

Well versed in guiding clients through highly regulated industries, including government contracting, Dave is adept at efficiently drafting acquisition agreements, commercial loan agreements, joint venture agreements, mentor-protégé agreements, subcontract agreements, and private investment documents.  Additionally, he assists clients to solicit, negotiate, and obtain Small Business Administration (SBA) loans from SBA-approved lenders, as well as help clients obtain financing through the SBA disaster assistance loan program.  His practice also extends to serving as general outside counsel to companies, for both for-profit and nonprofit entities, providing day-to-day counseling, corporate governance, and contracts advice.

Dave serves as Co-Chair for the Firm’s Cybersecurity & Data Privacy Team, where he and his colleagues counsel clients on matters related to cybersecurity and information privacy, including compliance with federal and state statutes and regulations, as well as industry standards and emerging regulatory requirements.  He is experienced in interpreting statutes, regulations, and agency guidance to aid clients in the development of internal policies and procedures, and guiding companies through incident response and notifications following a data breach. 

Prior to joining PilieroMazza, Dave worked as an associate at a large multi-regional law firm, where he worked on a variety of corporate and transactional matters, including advising buyers and sellers in mergers, asset purchase and sale transactions, and stock purchase and sale transactions. He also counseled companies in cybersecurity and data privacy statutes, regulations, policies, and breach response procedures.

While in law school, Dave worked as a student attorney in the Bob Parsons Veterans Advocacy Clinic, providing legal assistance to disabled veterans. In addition, he was a judicial intern for the Honorable Deborah K. Chasanow in the U.S. District Court for the District of Maryland.

Prior to law school, Dave served in the U.S. Marine Corps, deploying in support of Operation Iraqi Freedom and Operation Enduring Freedom. Following his service, Dave worked as a senior consultant in the cybersecurity field.

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Related Practice Areas

  • Business & Transactions
  • Cybersecurity & Data Privacy
  • Corporate and Organizational Governance
  • Private Equity & Venture Capital
  • Mergers & Acquisitions
  • Debt Financing
  • Employee Incentive and Bonus Plans
  • Business Succession Planning
  • Fund Formation & Structuring
  • Nonprofits

Representative Matters

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Representative Experience

  • 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-trade 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.

Insights

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Articles

  • PilieroMazza Elevates 3 Attorneys to Partnership Ranks in 2022, 01.05.22
  • 8 Key Takeaways from Executive Order on Improving the Nation’s Cybersecurity for Government Contractors, 05.14.21
  • Federal Trade Commission Updates HSR Thresholds, The PM Legal Minute Blog, 02.04.21
  • Important Considerations When Structuring M&A Transactions for Government Contractors: Post-Transaction Pitfalls—Part 3 of a 3-Part Series, 10.16.20
  • BLOG: Important Considerations When Structuring M&A Transactions for Government Contractors: OCI, Reps and Warranties, and Assignment of Receivables Part 2 of a 3-Part Series, The PM Legal Minute Blog, 09.21.20
  • CCPA Regulations Approved: Companies Risk Penalties for Noncompliance, PilieroMazza Client Alert, 09.18.20
  • California Consumer Privacy Act Enforcement Effective July 1, PilieroMazza Client Alert, 08.03.20
  • $484 Billion Relief Bill Signed Into Law, $310 Billion Allocated to Paycheck Protection Program, PilieroMazza Client Alert, 04.24.20
  • Senate Passes Historic COVID-19 Stimulus Package: Billions Set Aside for Small Businesses, PilieroMazza Client Alert, 03.26.20
  • Breaking Down SBA’s COVID-19 Economic Injury Disaster Loan, PilieroMazza Client Alert, 03.20.20
  • CMMC Is Coming: Are You Ready?, PilieroMazza Client Alert, 02.04.20
  • Unique Considerations for Transactions Involving Government Contractors, 01.30.20
  • BLOG: Cybersecurity Maturity Model Certification (CMMC): The Final Countdown, The PM Legal Minute Blog, 12.18.19
  • BLOG: Special Considerations When Forming a Medical Professional Services Company, The PM Legal Minute Blog, 10.09.19
  • BLOG: Department of Defense Sets Course on Cybersecurity Evaluation and Enforcement, The PM Legal Minute Blog, 07.17.19
  • Impact of California Consumer Privacy Act on Government Contractors and Commercial Businesses, PilieroMazza Client Alert, 07.09.19
  • BLOG: Impact of California Consumer Privacy Act on Government Contractors and Commercial Businesses, The PM Legal Minute Blog, 07.08.19
  • BLOG: The Relationship Between Privacy and Trust, The PM Legal Minute Blog, 04.17.19
  • You’ve Decided to Sell Your Business— How to Be Prepared to Execute the Deal, The PM Legal Minute Blog, 11.09.18

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Events

  • VIP ADVANCE: M&A Class Exercise – Case Study/Group Exercise, Veteran Institute for Procurement Event, 03.09.22
  • Navigating GovCon: Strategic Growth Paths for Small Business, 2021 National 8(a) Association Regional Conference in New Orleans, 10.18.21
  • Acquisitions and Mergers, National 8(a) Association 2021 Alaska Regional Conference, 08.24.21
  • Cybersecurity and 889 Compliance in 2021: What Government Contractors Need to Know, 07.26.21
  • CMMC Update and Q&A, 06.09.21
  • Solving CMMC for Small Business, 12.15.20
  • Forum on Cyber Security Compliance for Small Businesses, 12.03.20
  • Government Contracts Compliance: Cybersecurity, 11.12.20
  • Equity Incentive Programs: Strategies for Employee Retention and Strategic Growth, 09.15.20
  • WEBINAR: PPP Forgiveness—Is It Forgivable?, 06.09.20
  • WEBINAR: GovConnects Scale Up: Complying with CMMC, 04.29.20
  • WEBINAR: COVID-19 Survival: The $2 Trillion CARES Act and Your Business, 04.01.20
  • Access to Capital: Resources for Scaling to Grow, 02.12.20
  • WEBINAR: The State of Affairs for Data Privacy—Trends in State Legislation and What They Mean, 11.19.19
  • Data Privacy: What do Small Businesses Need to Know?, 11.12.19
  • Cybersecurity Roundtable, 11.08.19
  • PODCAST: GovCon Live! Episode 2 – Cybersecurity Compliance for M&A with Dave Shafer, 05.08.19

View More View Less

News

  • PilieroMazza Represents Federal Compass in Venture Capital Transaction, 04.06.22
  • PilieroMazza Attorneys Kathryn Hickey and Dave Shafer Join Client WaveDancer at Nasdaq Closing Bell Ceremony, 03.11.22
  • PilieroMazza Elevates 3 Attorneys to Partnership Ranks in 2022, 01.05.22
  • PilieroMazza’s GovCon M&A Team Advises MicroTech on Sale of Subsidiary Defined Technologies to Comcast Corporation, 10.18.21
  • PilieroMazza’s M&A Team Advises Senture in Its Sale to Kingswood Capital, 03.03.21
  • PilieroMazza Advises Intelligence Contractor T-Rex Solutions on Acquisition of Zot, Inc., 12.01.20
  • $484 Billion Relief Bill Signed Into Law, $310 Billion Allocated to Paycheck Protection Program, 04.24.20
  • ANNOUNCEMENT: PilieroMazza Counsels Tribal Tech CEO Victoria Vasques on Acquisition of Cowan & Associates, 02.06.20
  • PilieroMazza Represents BWM Outcomes in Acquisition by Bluestone Investment Partners and Intrepid Solutions and Services, 11.25.19
  • PilieroMazza Expands Footprint in Baltimore/Annapolis Metro Area, 09.09.19
  • Kathryn Hickey and David Shafer, PilieroMazza M&A Attorneys, Represent Zentech Manufacturing, Inc. in Acquisition by Blackbern Partners, 05.28.19

View More View Less

Podcasts

  • Ex Rel. Radio – The Whistleblower’s Complaint: First-Of-Its-Kind Cybersecurity FCA Settlement, 09.25.19
  • Ex Rel. Radio – Cybersecurity, Implied Certifications, and the False Claims Act, 07.29.19
  • How Cybersecurity Compliance Impacts Closing, 05.08.19

Credentials

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Education

  • University of Baltimore School of Law, J.D., 2015, summa cum laude, Editor-in-Chief, University of Baltimore Law Review
  • U.S. Merchant Marine Academy, B.S., 2005

Admissions

  • Maryland

Not admitted to practice law in D.C. Attorney is practicing under the supervision of an attorney or attorneys licensed to practice law in D.C.

Activities

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Activities

  • Member, Maryland Association for Corporate Growth
  • Member, American Bar Association
  • Member, Maryland State Bar Association
Bio Representative Matters Insights Credentials Activities

Dave counsels clients on a broad range of business and finance matters, such as 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. He advises clients on all phases of their business life cycle, from formation and start-up through growth, operation, and sustainment to sale of the company—often counseling clients on matters related to customer and vendor contracts, securities and tax compliance, and employee incentive offerings.

Well versed in guiding clients through highly regulated industries, including government contracting, Dave is adept at efficiently drafting acquisition agreements, commercial loan agreements, joint venture agreements, mentor-protégé agreements, subcontract agreements, and private investment documents.  Additionally, he assists clients to solicit, negotiate, and obtain Small Business Administration (SBA) loans from SBA-approved lenders, as well as help clients obtain financing through the SBA disaster assistance loan program.  His practice also extends to serving as general outside counsel to companies, for both for-profit and nonprofit entities, providing day-to-day counseling, corporate governance, and contracts advice.

Dave serves as Co-Chair for the Firm’s Cybersecurity & Data Privacy Team, where he and his colleagues counsel clients on matters related to cybersecurity and information privacy, including compliance with federal and state statutes and regulations, as well as industry standards and emerging regulatory requirements.  He is experienced in interpreting statutes, regulations, and agency guidance to aid clients in the development of internal policies and procedures, and guiding companies through incident response and notifications following a data breach. 

Prior to joining PilieroMazza, Dave worked as an associate at a large multi-regional law firm, where he worked on a variety of corporate and transactional matters, including advising buyers and sellers in mergers, asset purchase and sale transactions, and stock purchase and sale transactions. He also counseled companies in cybersecurity and data privacy statutes, regulations, policies, and breach response procedures.

While in law school, Dave worked as a student attorney in the Bob Parsons Veterans Advocacy Clinic, providing legal assistance to disabled veterans. In addition, he was a judicial intern for the Honorable Deborah K. Chasanow in the U.S. District Court for the District of Maryland.

Prior to law school, Dave served in the U.S. Marine Corps, deploying in support of Operation Iraqi Freedom and Operation Enduring Freedom. Following his service, Dave worked as a senior consultant in the cybersecurity field.

Read More Read Less

Related Practice Areas

  • Business & Transactions
  • Cybersecurity & Data Privacy
  • Corporate and Organizational Governance
  • Private Equity & Venture Capital
  • Mergers & Acquisitions
  • Debt Financing
  • Employee Incentive and Bonus Plans
  • Business Succession Planning
  • Fund Formation & Structuring
  • Nonprofits

Representative Experience

  • 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-trade 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.

Articles

  • PilieroMazza Elevates 3 Attorneys to Partnership Ranks in 2022, 01.05.22
  • 8 Key Takeaways from Executive Order on Improving the Nation’s Cybersecurity for Government Contractors, 05.14.21
  • Federal Trade Commission Updates HSR Thresholds, The PM Legal Minute Blog, 02.04.21
  • Important Considerations When Structuring M&A Transactions for Government Contractors: Post-Transaction Pitfalls—Part 3 of a 3-Part Series, 10.16.20
  • BLOG: Important Considerations When Structuring M&A Transactions for Government Contractors: OCI, Reps and Warranties, and Assignment of Receivables Part 2 of a 3-Part Series, The PM Legal Minute Blog, 09.21.20
  • CCPA Regulations Approved: Companies Risk Penalties for Noncompliance, PilieroMazza Client Alert, 09.18.20
  • California Consumer Privacy Act Enforcement Effective July 1, PilieroMazza Client Alert, 08.03.20
  • $484 Billion Relief Bill Signed Into Law, $310 Billion Allocated to Paycheck Protection Program, PilieroMazza Client Alert, 04.24.20
  • Senate Passes Historic COVID-19 Stimulus Package: Billions Set Aside for Small Businesses, PilieroMazza Client Alert, 03.26.20
  • Breaking Down SBA’s COVID-19 Economic Injury Disaster Loan, PilieroMazza Client Alert, 03.20.20
  • CMMC Is Coming: Are You Ready?, PilieroMazza Client Alert, 02.04.20
  • Unique Considerations for Transactions Involving Government Contractors, 01.30.20
  • BLOG: Cybersecurity Maturity Model Certification (CMMC): The Final Countdown, The PM Legal Minute Blog, 12.18.19
  • BLOG: Special Considerations When Forming a Medical Professional Services Company, The PM Legal Minute Blog, 10.09.19
  • BLOG: Department of Defense Sets Course on Cybersecurity Evaluation and Enforcement, The PM Legal Minute Blog, 07.17.19
  • Impact of California Consumer Privacy Act on Government Contractors and Commercial Businesses, PilieroMazza Client Alert, 07.09.19
  • BLOG: Impact of California Consumer Privacy Act on Government Contractors and Commercial Businesses, The PM Legal Minute Blog, 07.08.19
  • BLOG: The Relationship Between Privacy and Trust, The PM Legal Minute Blog, 04.17.19
  • You’ve Decided to Sell Your Business— How to Be Prepared to Execute the Deal, The PM Legal Minute Blog, 11.09.18

View More View Less

Events

  • VIP ADVANCE: M&A Class Exercise – Case Study/Group Exercise, Veteran Institute for Procurement Event, 03.09.22
  • Navigating GovCon: Strategic Growth Paths for Small Business, 2021 National 8(a) Association Regional Conference in New Orleans, 10.18.21
  • Acquisitions and Mergers, National 8(a) Association 2021 Alaska Regional Conference, 08.24.21
  • Cybersecurity and 889 Compliance in 2021: What Government Contractors Need to Know, 07.26.21
  • CMMC Update and Q&A, 06.09.21
  • Solving CMMC for Small Business, 12.15.20
  • Forum on Cyber Security Compliance for Small Businesses, 12.03.20
  • Government Contracts Compliance: Cybersecurity, 11.12.20
  • Equity Incentive Programs: Strategies for Employee Retention and Strategic Growth, 09.15.20
  • WEBINAR: PPP Forgiveness—Is It Forgivable?, 06.09.20
  • WEBINAR: GovConnects Scale Up: Complying with CMMC, 04.29.20
  • WEBINAR: COVID-19 Survival: The $2 Trillion CARES Act and Your Business, 04.01.20
  • Access to Capital: Resources for Scaling to Grow, 02.12.20
  • WEBINAR: The State of Affairs for Data Privacy—Trends in State Legislation and What They Mean, 11.19.19
  • Data Privacy: What do Small Businesses Need to Know?, 11.12.19
  • Cybersecurity Roundtable, 11.08.19
  • PODCAST: GovCon Live! Episode 2 – Cybersecurity Compliance for M&A with Dave Shafer, 05.08.19

View More View Less

News

  • PilieroMazza Represents Federal Compass in Venture Capital Transaction, 04.06.22
  • PilieroMazza Attorneys Kathryn Hickey and Dave Shafer Join Client WaveDancer at Nasdaq Closing Bell Ceremony, 03.11.22
  • PilieroMazza Elevates 3 Attorneys to Partnership Ranks in 2022, 01.05.22
  • PilieroMazza’s GovCon M&A Team Advises MicroTech on Sale of Subsidiary Defined Technologies to Comcast Corporation, 10.18.21
  • PilieroMazza’s M&A Team Advises Senture in Its Sale to Kingswood Capital, 03.03.21
  • PilieroMazza Advises Intelligence Contractor T-Rex Solutions on Acquisition of Zot, Inc., 12.01.20
  • $484 Billion Relief Bill Signed Into Law, $310 Billion Allocated to Paycheck Protection Program, 04.24.20
  • ANNOUNCEMENT: PilieroMazza Counsels Tribal Tech CEO Victoria Vasques on Acquisition of Cowan & Associates, 02.06.20
  • PilieroMazza Represents BWM Outcomes in Acquisition by Bluestone Investment Partners and Intrepid Solutions and Services, 11.25.19
  • PilieroMazza Expands Footprint in Baltimore/Annapolis Metro Area, 09.09.19
  • Kathryn Hickey and David Shafer, PilieroMazza M&A Attorneys, Represent Zentech Manufacturing, Inc. in Acquisition by Blackbern Partners, 05.28.19

View More View Less

Podcasts

  • Ex Rel. Radio – The Whistleblower’s Complaint: First-Of-Its-Kind Cybersecurity FCA Settlement, 09.25.19
  • Ex Rel. Radio – Cybersecurity, Implied Certifications, and the False Claims Act, 07.29.19
  • How Cybersecurity Compliance Impacts Closing, 05.08.19

Education

  • University of Baltimore School of Law, J.D., 2015, summa cum laude, Editor-in-Chief, University of Baltimore Law Review
  • U.S. Merchant Marine Academy, B.S., 2005

Admissions

  • Maryland

Not admitted to practice law in D.C. Attorney is practicing under the supervision of an attorney or attorneys licensed to practice law in D.C.

Activities

  • Member, Maryland Association for Corporate Growth
  • Member, American Bar Association
  • Member, Maryland State Bar Association
  • About Us
  • People
  • Services
  • Insights
  • Join Us!
  • Contact Us
  • PM Staff

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