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David C. Lee

Partner
+1.949.623.3596
Fax +1.949.623.4508

David C. Lee is a partner in the firm’s Orange County office. His practice focuses on capital markets transactions, mergers and acquisitions, equity and debt tender offers and general corporate matters. Mr. Lee also has significant experience in the areas of securities regulation and disclosure issues, corporate governance and New York Stock Exchange and NASDAQ listing requirements and regularly advises senior management, boards of directors and board committees on such matters.

Mr. Lee previously served as a Special Counsel in the Office of Chief Counsel, Division of Corporation Finance of the U.S. Securities and Exchange Commission where he advised on a variety of complex securities issues related to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 and as Counsel to former SEC Commissioner Roel Campos.

Professional Background

From 2004-2013, Mr. Lee practiced with Gibson, Dunn & Crutcher LLP in the Orange County and Washington, D.C. offices.

Professional/Civic Activities

  • Chair, Disclosure and Continuous Reporting Subcommittee of the American Bar Association’s Federal Regulation of Securities Committee
  • Chair, ABA’s Business Financing Committee
  • Former Chair, ABA’s Committee on Corporate Director Diversity
  • Member, ABA’s Federal Regulation of Securities Committee and Business Financing Committee

Additional Information

Presentation/Publications
Mr. Lee is a frequent speaker on securities law and financial reporting topics and has published a number of articles in the corporate and securities law areas.

Recent Speaking Engagements
  • Center for Professional Education SEC Conference - SEC Hot Buttons, San Mateo, CA (December 15, 2016)
  • American Bar Association Business Law Section Fall Meeting - Disclosure and Continuous Reporting Subcommittee Meeting, Washington, DC (November 19, 2016)
  • Center for Professional Education SEC Conference - SEC Hot Buttons, Phoenix, AZ (November 17, 2016)
  • Los Angeles County Bar Association 49th Annual Securities Regulation Seminar - Corporation Finance Workshop, Los Angeles, CA (October 21, 2016)
  • Society for Corporate Governance Western Regional Conference - Recent Developments in Non-GAAP Financial Measures, Regulation G and Item 10(e) of Regulation S-K, Scottsdale, AZ (September 30, 2016)
  • American Bar Association Business Law Section Annual Meeting - Disclosure and Continuous Reporting Subcommittee Meeting, Boston, MA (September 9, 2016)
  • American Bar Association Business Law Section Spring Meeting - Disclosure and Continuous Reporting Subcommittee Meeting, Montréal, QC (April 8, 2016)
  • Center for Professional Education SEC Conference - SEC Hot Buttons and Executive Compensation, Phoenix, AZ (November 19, 2015)
  • Los Angeles County Bar Association 48th Annual Securities Regulation Seminar - Corporation Finance Workshop, Los Angeles, CA (October 23, 2015)
  • American Bar Association Business Law Section Spring Meeting - 33rd Annual Review of Developments in Business Financing, San Francisco, CA (April 18, 2015)
  • The New Face of Capital Formation, American Law Institute - IPOs and Emerging Growth Companies, San Francisco, CA (November 21, 2014)
  • Representation of sTec, Inc. in its acquisition by Western Digital Corporation in a one step merger transaction
  • Representation of Luxor Capital Group as a selling shareholder in the initial public offering of William Lyon Homes
  • Representation of Allergan, Inc. in its acquisition of MAP Pharmaceuticals, Inc. in a two-step tender offer/merger transaction
  • Representation of Callaway Golf Company in its private placement of convertible notes and private exchange of convertible notes and common stock for outstanding convertible preferred stock
  • Representation of Wells Fargo Securities, LLC, as dealer manager, in a debt tender offer by Wells Fargo & Company and Wells Fargo Bank, National Association
  • Representation of Accuray Incorporated in its 144A $100 million convertible notes offering
  • Representation of InterDigital, Inc. in its 144A $230 million convertible notes offering
  • Representation of Quidel Corporation in its registered $53 million common stock offering
  • Representation of Emulex Corporation in connection with defense against hostile tender offer and consent solicitation
  • Representation of Callaway Golf Company in its 144A $140 million convertible preferred stock offering
  • Representation of Interactive Media Holdings, Inc. (Specific Media) in a private placement
  • Representation of dealer managers in debt tender offers by AMB Property, L.P.
  • Representation of Diedrich Coffee, Inc. in connection with the sale of assets to Starbucks Corporation
  • Representation of Salem Communications Corporation in its 144A $300 million secured notes offering and related tender offer for outstanding notes
  • Representation of Document Sciences Corporation in its acquisition by EMC Corporation
  • Representation of Standard Pacific Corp. in connection with a strategic preferred stock investment by a private equity sponsor
  • Representation of Standard Pacific Corp. in various registered and 144A notes offerings and a rights offering
  • Representation of the Special Committee in connection with the William Lyon Homes going-private transaction
  • Representation of Ashworth, Inc. in connection with a proxy contest
  • Representation of AOL Inc., Jack in the Box Inc., Document Sciences Corporation and Pixelworks, Inc. in dutch auction tender offers
  • Representation of Spectrum Pharmaceuticals, Inc. in its registered direct offering of common stock
  • Representation of Fleetwood Enterprises, Inc. in its registered exchange offer restructuring
  • Representation of Fleetwood Enterprises, Inc. in its registered $41 million common stock offering

* Includes representations prior to joining K&L Gates LLP