David is counsel in our Private Funds and Secondaries and Private Capital practices based in our Washington, DC office. He regularly counsels investment advisers, investment funds and their portfolio companies and investors on compliance with the Investment Advisers Act, the Investment Company Act, other securities laws and regulatory obligations related to the US Securities and Exchange Commission (SEC). David advises clients throughout the manager and fund life cycles, including investment adviser registration and investment company status, fund formation and marketing, ongoing compliance and operations, as well as domestic and cross-border transactions, such as mergers, acquisitions, investments, divestures, carve-outs and joint ventures.
Prior to joining Freshfields, David was an attorney at another international law firm, where he counseled investment advisers and investment funds on regulatory matters and mergers and acquisitions. He also served as a senior compliance officer at a large investment adviser.
Earlier in his career, David held various roles at the SEC, including serving as Branch Chief in the Division of Investment Management, where he supervised a team of attorneys and provided legal guidance on rulemaking activities, including the investment adviser Marketing Rule, no-action letters and exemptive applications concerning investment funds and investment advisers, and SEC examinations and enforcement proceedings. David also held various leadership roles in the SEC’s Office of Credit Ratings, which regulates, conducts examinations of, and collaborates on enforcement matters involving, nationally recognized statistical rating organizations (NRSROs).
David’s experience spans a wide range of alternative investment strategies and products, including infrastructure and energy, buyout, technology, biotech, financial services, consumer goods, private credit, venture capital, secondaries and continuation vehicles, as well as separately managed accounts, business development companies and retail investment products. With his combined experiences at law firms, the SEC, and as an in-house compliance officer at an investment adviser, David is uniquely positioned to assess complex regulatory risks and deliver practical, tailored solutions to clients.
- Advised investment advisers on implementation of and ongoing compliance with SEC rules, including the investment adviser Marketing Rule, with a focus on marketing materials, performance presentation, and regulatory best practices.
- Guided investment advisers and funds through SEC examination preparation and SEC exams, and post-exam remediation, as well as representing clients in SEC investigations.
- Counseled investment advisers and sponsors on investment allocation practices and trading activity.
- Provided strategic advice to exempt reporting advisers (ERAs) and their affiliates on operational and regulatory considerations to maintain ERA status.
- Assisted entities with initial registration as investment advisers.
- Counseled investment advisers and other institutions regarding regulatory filings, including Form ADV, Form PF, Form 13F, and Form N-PX.
- Counseled investment advisers on mergers, acquisitions, restructurings, and joint ventures involving other investment advisers and financial institutions, including conducting due diligence, obtaining client consents, and addressing regulatory and disclosure issues. Counsel investment advisers and funds regarding regulatory and disclosure obligations in connection with the acquisitions and divestitures of portfolio companies.
- Counseled investment advisers and funds regarding regulatory considerations related to artificial intelligence technologies (AI), including acceptable use of AI in investment strategies, and related policies and procedures and disclosure considerations.
- Counseled investment advisers regarding organizational structure, compliance programs and activities concerning electronic communication, code of ethics and personal trading, protection of material non-public information, and political contributions/pay-to-play rules.
- Advised investment advisers and funds on navigating regulatory and disclosure obligations related to environmental, social, and governance (ESG) and diversity, equity, and inclusion (DEI) activities and risks.
- Counseled investment advisers and funds regarding privacy, cybersecurity, and business continuity disclosures, policies and procedures, and incident responses.
- Advised LPs on investments in funds and co-investments.
- Counseled sponsors, funds, investment advisers, and other market participants concerning products and activities to increase retail investor access to alternative assets and private investments, including tender offer funds, feeder funds, business development companies, and operating company conglomerates.
*This list includes work that David completed while at a prior firm.
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