Bio
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.
Related Practice Areas
Representative Matters
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.
Credentials
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
Activities
- Member, Maryland Association for Corporate Growth
- Member, American Bar Association
- Member, Maryland State Bar Association