David Mittelman


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(415) 325-4408


New York University School of Law

LL.M., Taxation

Suffolk University Law School

J.D., magna cum laude, Suffolk University Law Review

Boston College


Previous Experience

  • Reed Smith (Partner)
  • Securities Exchange Commission (Legal Branch Chief)


  • State of California
  • State of New York

Professional Experience

David Mittelman is a seasoned counselor to companies, funds, directors, officers, and investors on securities transactions, corporate governance, and legal planning. His twenty years of experience includes capital market offerings, mergers and acquisitions, internal investigations, and regulatory compliance. He also provides advice on general corporate law including tax matters, commercial contracts, technology licensing, and data privacy. His clients include startups, technology companies, REITs, financial institutions, ETFs, venture funds, hedge funds, and investment advisors.

David previously worked in the Division of Corporation Finance of the Securities & Exchange Commission. While at the SEC, he served as Legal Branch Chief overseeing reviews of IPOs, 10-Ks, and various other SEC filings made by domestic and foreign registrants. Prior to becoming Legal Branch Chief, he served in the Office of Mergers & Acquisitions reviewing submissions and answering interpretive questions regarding tender offers, proxy contests, going private transactions, and beneficial ownership reporting.

Representative Matters

  • Advised variable annuity subsidiaries in connection with multi-billion dollar spin-off by public insurance company
  • Counseled founders on corporate governance and sale of equity ownership in investment advisor
  • Advised foreign commodities ETF structure on U.S. securities law compliance
  • Counseled newly public company on 10b5-1 plans and private sales by insiders and venture funds
  • Advised public company on FINRA investigation of third party trading activity in advance of public offering
  • Counseled public company on remedial action for director short-swing profit disgorgement

View More Representative Matters

  • Advised audit committee on review of executive officer misuse of funds and breach of Code of Conduct
  • Counseled public company on financial restatement and waiver request from Division Office of Chief Accountant
  • Advised public company on internal investigation of U.S. Foreign Corrupt Practice Act and U.K. Bribery Act allegations
  • Counseled international investment advisor on regulatory restrictions for sharing investment opportunities
  • Advised financial advisor on providing fairness opinion in connection with auction of division spin-off
  • Counseled institutional investor on Regulation M compliance procedures in response to FINRA inquiries
  • Advised public company on implementation of employee option exchange program
  • Counseled registered investment advisor on review of advisory agreement and internal policies in response to audit
  • Advised hedge fund on structuring trading strategy in compliance with margin lending and anti-manipulation restrictions
  • Counseled pension fund in review of insider trading compliance best practices and procedures
  • Advised financial institution on responding to third party requests for non-public representations under the Dodd-Frank Act
  • Counseled foreign investment advisor on institutional ownership and large trader reporting
  • Advised financial institution on auction process of foreclosed stock collateral
  • Counseled financial technology venture on process to sell loan interests to outside investors
  • Advised financial institution on obtaining exemptive relief from California Department of Business Oversight regulation
  • Counseled industrial technology companies on establishing SEC conflict minerals compliance program and reporting
  • Advised foreign private issuers on cross-border regulations for communicating with U.S. shareholders

Representative Transactions

  • $4 billion stock buyback and accelerated share repurchases by NYSE-listed company
  • $2 billion merger between two publicly-listed financial technology companies
  • $950 million initial public offering by biopharma company onto the Nasdaq
  • $600 million registered debt exchange offer by Nasdaq-listed biopharma company
  • $550 million business combination among three publicly-traded financial institutions
  • $280 million underwritten secondary offering of Nasdaq-listed technology company stock
  • $140 million follow-on offering by Nasdaq-listed regional bank
  • $125 million equity offering by unlisted company into proprietary Rule 144A market
  • $125 million equity offering by consumer products portfolio company onto the Nasdaq
  • $100 million initial public offering by medical technology company onto the NYSE
  • $75 million at-the-market equity offering by NYSE-listed health care REIT


  • Beneficial Ownership Reporting, Lexis Practice Advisor
  • Shareholder Proposals, BNA Corporate Practice Series Portfolio No.83-2nd
  • Wake Up and Smell the E-proxy Coffee: Changes Ahead for Online Solicitations, DealLawyers
  • Testing-the-Waters: Regulation A's Model for Soliciting Investor Interest, Suffolk U.L. Rev.

Speaking Engagements

  • Disclosure Documents and Trends, Practising Law Institute
  • Sarbanes-Oxley Updates for Compliance Executives, ExecSense
  • U.S. and Global Securities Compliance Update, National Association of Stock Plan Professionals
  • Preparation of Annual Disclosure Documents, Practising Law Institute
  • Legal and Practical Issues in Managing 10b5-1 Plans, Society of Corporate Secretaries & Governance Professionals Annual Conference
  • The Revised Rules for Resale of Restricted Securities, Compliance Week
  • Private Offering Reform: How Proposed SEC Rules Could Alter the Capital Markets, Deal Flow Media
  • Sarbanes-Oxley Act: Language and Concepts, American Bar Association Fall Meeting

Professional Honors & Awards

  • Corporate Finance Rising Star, Law360 (Portfolio Media Inc.), 2010
  • Client Service All-Star, BTI (BTI Consulting Group), 2009
  • Capital Markets Award, SEC, 2002