
J. David Washburn
Partner
davidwashburn@andrewskurth.com
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
- "10b5-1 Plan Abuse" LJN - The Corporate Counselor (September 2007)
- "Straight Talk on Backdating" webinar (January 10, 2007)
- "Stock Option Scandal" Texas Lawyer (December 25, 2006)
- "Decoding the Stock Option Backdating Scandal" Corporate Counsel State Bar Section Newsletter (June 1, 2006)
- "Doing Business in States Other Than the State of Incorporation" BNA - Corporate Practice Series ISSN 0162-5691; No. 85 (2006)
- "Indemnification of Directors and Officers: A Different Side to the Problem of Corporate Corruption" Wall Street Lawyer (June 1, 2004)
- “Putting Faith in Blind Trusts” Quoted in CFO (April 2003)
- “Addendum to the SEC Handbook – Covering SEC Rules Related to the Sarbanes-Oxley Act, 2003 Addendum” RR Donnelley Financial Handbook (2003)
- "Navigating the Minefield of the SEC’s Ethics Reform Measures" Wall Street Lawyer (November 1, 2002)
- "Now It's Personal: The Real Impact of Sarbanes-Oxley on Directors and Officers" Wall Street Lawyer (September 2002)
- “Sarbanes-Oxley hits smaller firms in wallet” Quoted in the Dallas Business Journal (August 30, 2002)
- "Stock Options - Raising Money " Quoted in Entrepreneur (May 2002)
- “A New Take On the ‘Blind Trust’ – How executives insulate themselves from holdings that could get them into trouble” Quoted in The Christian Science Monitor (January 14, 2002)
- "The Sarbanes-Oxley Act of 2002, with Analysis - The Effect of the Sarbanes-Oxley Act on Directors and Officers" Matthew Bender Publication, ISBN 0-8205-5722-6 (2002)
- “Insider Trading: The Rules Have Changed” Orange County Business Journal (July 16, 2001)
- “Put Up or Shut Up – To Comply with Reg FD, corporate officers are starting to put company news on the Web. Hijinks ensue” Quoted in eCFO (Spring 2001)
- “Oops! It's Regulation FD” Quoted in PR Week (January 8, 2001)
- “SEC Solution Takes Edge Away from Analysts” Quoted in Austin Business Journal (November 24, 2000)
- "Creating the Ultimate Board in the Sarbanes-Oxley/Post-Enron Era" Securities Regulatory Update (November 12, 2000)
- “New SEC Disclosure Rule Could Hinder Giants, Help the Small” Quoted in Best Insurance News (August 17, 2000)
- “Legal Recourse” Quoted in the Dallas Morning News (June 28, 2000)
- “SEC's Push for Plain English Strains Deals” Quoted in the Dallas Morning News (June 13, 1999)
Briefings, Seminars & Speeches
Webinars
- "SEC's Recent Interest in 10b5-1 Sales by Insiders," (November 2007) [Click on the title of the webinar to view the presentation in its entirety.]
- "Straight Talk on Backdating," (November 1, 2006) [Click on the title of the webinar to hear the presentation in its entirety.]
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)
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)
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
- Andrews Kurth Partner David Washburn Named to EFNT Board (June 26, 2007)
Industries
- Biotechnology/Life Sciences
- Manufacturing/Sales
- Software/Electrical
- Technology
- Venture Capital and Emerging Companies
Practice Areas
- Corporate/Securities
- Corporate Compliance, Investigations and Defense
- International
- Technology and Emerging Companies
Education
- JD, 1992, highest honors, University of Tulsa, Order of the Curule Chair
- BA, 1989, University of Nebraska
Admitted
- Texas 1992

