Oscar A. David, Partner

Chair, Mergers & Acquisitions/Securities/Corporate Governance
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April 8, 2013 Briefing SEC Approves Social Media Postings for Disclosure of Material Corporate Information
Recognizing the growing influence and reach of social media, the SEC announced on April 2, 2013 that public companies may use social media outlets such as Facebook and Twitter to disclose material non-public information in compliance with Regulation FD under the Securities Exchange Act of 1934.
April 2, 2013 Newsletter Delaware Quarterly Newsletter, Volume 2, Number 1
Recent Developments in Delaware Business and Securities Law
January 31, 2013 Briefing Reminder of Annual Requirements for Investment Managers
As we begin the New Year, we thought it would be helpful to remind our clients that manage separate accounts or private funds, whether hedge funds, private equity funds, commingled funds, or commodity pools, of certain obligations that may be applicable to them as “Investment Managers” under various U.S. federal and state laws and regulations.
January 15, 2013 Briefing Delaware Court Revisits “Don’t Ask, Don’t Waive” Standstills
For the second time in a matter of weeks, the Delaware Court of Chancery has addressed the legality of “don’t ask/don’t waive” standstill provisions, which could have the effect of precluding losing bidders in an auction from making a topping bid after a merger agreement is signed with the winning bidder but before it is approved by shareholders.
January 2013 Newsletter Delaware Quarterly Newsletter, Volume 1, Number 3
Recent Developments in Delaware Business and Securities Law
October 2012 Newsletter Delaware Quarterly Newsletter, Volume 1, Number 2
Recent Developments in Delaware Business and Securities Law
August 24, 2012 Newsletter Greater China Law Update August 2012
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
July 2012 Newsletter Delaware Quarterly Newsletter, Volume 1, Number 1
Recent Developments in Delaware Business and Securities Law
February 29, 2012 Briefing SEC Revises Rules on Advisory Performance Fee Charges
On February 15, 2012, the Securities and Exchange Commission adopted amendments to its rule on investment advisory performance fees under the Investment Advisers Act by revising the dollar amount thresholds used to determine whether an investor is a “qualified client.”
January 5, 2012 Briefing SEC Amends “Accredited Investor” Definition
On December 21, 2011, the SEC amended the definition of “accredited investor” under the Securities Act of 1933 to change the treatment of an investor’s primary residence in determining accredited investor status.
December 2011 Briefing SEC Renews Focus on Insider Trading in Private Company Stock
On December 12, 2011, the SEC announced an enforcement proceeding that serves as a useful reminder that the federal laws against insider trading and misrepresentation apply as forcefully to private companies purchasing stock from employees and other shareholders as they do in the public company setting.
June 16, 2011 Briefing SEC Adopts Final Rules to Establish Whistleblower Program
On May 25, 2011, the Securities and Exchange Commission adopted final rules to implement Section 21F of the Securities Exchange Act of 1934, as amended – “Securities Whistleblower Incentives and Protection.”
April 28, 2011 Newsletter Greater China Law Update April 2011
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
February 21, 2011 Briefing Delaware Court Issues Key Takeover Rulings
The Delaware chancery court recently issued two opinions that are important to the boards of public companies involved in takeover bids.
January 20, 2011 Newsletter Greater China Law Update January 2011
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
November 12, 2010 Briefing SEC Proposes Whistleblower Program
On November 3rd, the Securities and Exchange Commission published proposed Regulation 21F, establishing a program designed to reward individuals who provide the SEC with information leading to successful enforcement actions.
October 5, 2010 Briefing SEC Issues New Guidance on MD&A
In a release dated September 17, 2010, the SEC issued guidance on the disclosure of a company’s liquidity and capital resources in the MD&A section of its SEC filings.
September 7, 2010 Newsletter Greater China Law Update September 2010
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
July 22, 2010 Briefing SEC Seeks Comments on U.S. Proxy System
On July 14, 2010, the Securities and Exchange Commission approved the issuance of a long-anticipated concept release concerning the U.S. proxy system.
April 19, 2010 Briefing SEC Brings Regulation FD Enforcement Action
In March 2010, the SEC brought an enforcement action under Regulation FD against a company and its former CEO for signaling disappointing quarterly results during a phone call received by the CEO from an investment advisor.
November 30, 2009 Briefing SEC Brings First Enforcement Proceeding Under Reg G for Improper Use of Non-GAAP Numbers
On November 12, 2009, the SEC announced that it had brought its first enforcement proceeding under Regulation G under the Securities Exchange Act of 1934 since its enactment in 2003. Reg G, as it is commonly called, regulates the use by public companies of non-GAAP financial measures in public disclosures such as press releases, Web sites and conference calls.
November 2, 2009 Briefing Delaware Court Holds That Fiduciary Disclosure Principles Do Not Apply to ROFR Purchases
In an intriguing case of first impression, the Delaware Court of Chancery recently held in Latesco, L.P. v. Wayport, Inc. that fiduciary disclosure principles do not apply to purchases by insiders pursuant to contractual "right of first refusal" provisions.
October 6, 2009 Briefing SEC Indicates How Companies May Avoid Regulation FD Enforcement Proceedings
Regulation FD generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community.
September 2009 Article Critical to My Success
Firm Authors: Oscar A. David
September 22, 2009 Briefing New Guidance From the SEC on Regulation FD
On August 14, 2009, the SEC’s Division of Corporation Finance published new Compliance and Disclosure Interpretations regarding Regulation FD, which generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community
August 24, 2009 Briefing Regulation and Registration of Private Equity/Venture Capital Fund Advisers
On June 17, 2009, the Department of Treasury released a White Paper on Financial Regulatory Reform, which proposed that advisers to private pools of capital register with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.
August 18, 2009 Briefing Federal Reserve Extends Term Asset-Backed Securities Loan Facility
On August 17, 2009, the Federal Reserve Board of Governors and the Treasury Department announced the approval of the extension of the Term Asset-Backed Securities Loan Facility.
August 7, 2009 Briefing SEC Charges Investment Adviser With Violations of 13D Filing Requirement
On July 21, 2009, the Securities and Exchange Commission announced that it had charged an investment adviser with violating Section 13(d) of the Securities Exchange Act of 1934, as amended and Rule 13d-1 thereunder, for failing to properly report that it had purchased a significant holding in the stock of a public company.
August 4, 2009 Briefing The Cuban Case and Confidential Disclosures by Public Companies
The recent U.S. district court opinion in SEC v. Cuban, although unlikely to significantly alter corporate practices, is a useful reminder of best practices for corporations and their advisors and shareholders when giving and receiving confidential information.
July 27, 2009 Briefing SEC Approves NYSE Rule Eliminating Broker Discretionary Voting in Uncontested Elections of Directors
On July 1, 2009, the Securities and Exchange Commission approved an amendment to NYSE Rule 452 to eliminate broker discretionary voting for the uncontested election of directors.
July 1, 2009 Briefing SEC Seeks Public Comment on Proposed Shareholder Proxy Access Rules
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
June 19, 2009 Briefing Obama Administration Proposes Comprehensive Reform of Financial Regulation: Strengthening Supervision of Securitization Markets
Included in the Proposal are measures intended to strengthen the regulation of core markets and market infrastructure, and to increase transparency with respect to the distribution of risks associated with certain, particularly newer, financial instruments. To that end, the Proposal specifically addresses the need to strengthen and further regulate securitization markets.
May 29, 2009 Briefing SEC Proposes New Shareholder Proxy Access Rule
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
May 20, 2009 Briefing Update 5: Summary of Federal Reserve’s Term Asset-Backed Securities Loan Facility
On March 3, 2009, the Federal Reserve Board of Governors announced the launch of the Term Asset-Backed Securities Loan Facility, which is designed to stimulate the lending markets by providing financing to investors who purchase certain qualifying asset-backed securities.
May 4, 2009 Briefing Update 4: Summary of Federal Reserve’s Term Asset-Backed Securities Loan Facility
On March 3, 2009, the Federal Reserve Board of Governors announced the launch of the Term Asset-Backed Securities Loan Facility, which is designed to stimulate the lending markets by providing financing to investors who purchase certain qualifying asset-backed securities.
March 11, 2009 Briefing Update 3: Summary of Federal Reserve’s Term Asset-Backed Securities Loan Facility
On March 3, 2009, the Federal Reserve Board of Governors announced the launch of the Term Asset-Backed Securities Loan Facility, which is designed to stimulate the lending markets by providing financing to investors who purchase certain qualifying asset-backed securities.
February 11, 2009 Briefing Update 2: Summary of Federal Reserve’s Term Asset-Backed Securities Loan Facility
On November 25, 2008, the Federal Reserve Board of Governors announced the creation of the Term Asset-Backed Securities Loan Facility. The Federal Reserve published revised terms and conditions for, and a question and answer summary related to, TALF on December 19, 2008.
January 7, 2009 Briefing Summary of Measures Implemented by the Hong Kong Special Administrative Region Government
Winston & Strawn has created this summary review chart relating to the implementation of measures in Hong Kong concerning the capital markets dislocation.
January 7, 2009 Briefing Summary of Measures Implemented by the People's Republic of China Government
Winston & Strawn has created this summary review chart relating to the implementation of measures in the People's Republic of China concerning the capital markets dislocation.
December 23, 2008 Briefing Update 1: Summary of Federal Reserve’s Term Asset-Backed Securities Loan Facility
On December 19, 2008, the Federal Reserve announced revised terms and conditions related to the Term Asset-Backed Securities Loan Facility. This client briefing is an update to the client briefing on the same subject that we distributed on November 26, 2008.
December 3, 2008 Briefing FDIC Temporary Liquidity Guarantee Program Chart
Winston & Strawn has created this summary chart relating to the FDIC Temporary Liquidity Guarantee Program final rule.
November 26, 2008 Briefing Summary of Federal Reserve’s TALF and Program to Purchase GSE Obligations
On November 25, 2008, the Federal Reserve announced the creation of a Term Asset-Backed Securities Loan Facility and a program to purchase direct obligations of housing-related, government-sponsored entities (GSEs) and mortgage-backed securities guaranteed by GSEs.
January 10, 2008 Briefing The Credit Roundtable’s Proposals to Improve Covenant Protections in the Investment-Grade Bond Market
The recent downturn in the credit markets has led bond investors to call for stricter covenant packages. As we discussed in our September 2007 briefing, “Recent Developments in Debt Financing,” the downturn has raised questions about the permanence of some of the more borrower-friendly innovations that have recently emerged (such as “covenant-lite” loans and “PIK-toggle” bonds).
September 12, 2007 Briefing Recent Developments in Debt Financing
The surge in M&A activity over the past year, particularly by private equity firms, has spawned several important developments in the debt markets.  “Change of control” puts have migrated from high-yield bonds to investment grade bonds to protect investors in the case of ratings downgrades after mergers.