David Warburg Featured in Law360
"Q&A With Seyfarth Shaw's David Warburg"

Seyfarth Shaw Corporate Department partner David Warburg was featured in a Q&A in Law360 on December 1. David was asked about the most challenging transaction he had worked on; which aspects of his practice area were in need of reform; an important deal or relevant issue to his practice area; a mistake he made early in his career and learned from; and he was asked to name an attorney outside of his firm, in his field, who has impressed him.

David described a restructuring and equity recap of privately held bonds and classes of preferred equity for a media company that had run out of money in the second half of 2008, and despite efforts by board members and key investors, he could not get a recapitalization done.

He also noted an instance in which he represented a publicly traded, non-U.S. client in its first-ever acquisition of a U.S. company. Despite having to settle pre-existing SEC books and records enforcement proceedings and a class action suit against the target and negotiating with one of the U.S. agencies who sits on the Committee of Foreign Investment in the U.S. and who was using the CFIUS review process to renegotiate an existing arrangement, extracting additional concessions from his client, David's team ended up making it "look so easy" that David wasn't sure anyone except the foreign local counsel and the client's CEO and CFO realized what an achievement it was.

In need of reform, David mentions a better or updated regulatory environment for raising private capital for small companies. He notes Regulation D as being a "ridiculously low" standard, and the absence of minimum standards for Chief Financial Officers of public companies. He suggests that CFO search, selection, hiring and retention should be as or more closely scrutinized as director selection.

Relevant issues to David's practice he mentioned were associate training and expertise. He expressed the importance of training junior associates better: both specifically, because transactions require more specialized knowledge and experience than in the past, and broadly, because practice group needs are more volatile.

Early in his career, David learned, "Always check, never assume someone else got it right, and take a minute to think," when as a junior associate, he mistakenly selected the wrong appraisal for insertion in an SEC registration filing, only to be caught by the underwriters' counsel.

He also learned not to "fly solo." As a young partner, David suggested an alternative approach to a client without consulting the relationship partner first, upsetting the client.

David named Joe Bartlett for thinking and writing "about issues we should think about, and has been ahead of almost all of us in doing so for over 25 years."