David Carlson Email & Phone Number

New York, New York, United States

Morristown, New Jersey, United States

Morristown, New Jersey, United States

New York City

Parsippany, New Jersey

- General Counsel of RCI Exchanges & Wyndham Vacation Rentals North America business segment;- Led re-organization of business segment legal team following spin-off of Wyndham Hotels & Resorts from Wyndham Worldwide;- Managed $5 million annual legal department budget;- Oversaw global legal team of twenty-four members, including fifteen attorneys;- Member of Senior Leadership Team for General Counsel of Wyndham Destinations, Inc.- Served as a consultant to Wyndham Destinations from July 2019—December 2019, as the Legal function transitioned to new headquarters in Orlando, Florida

Parsippany, New Jersey

- Member of the global senior leadership team of the President of RCI Exchanges, Wyndham Destination’s vacation exchange brand and served as the lead global attorney for RCI’s exchange program;- Acted as the Legal representative for Wyndham Destination Network in the preparation of annual and periodic SEC reports for Wyndham Worldwide, including Form 10-K annual report, Form 10-Q quarterly reports, earnings scripts and earnings press releases;- Lead attorney on transitional services agreement (TSA) in $1.3 billion divesture of Wyndham’s European rental brands in 2018; - Led acquisition by Wyndham of DAE Global Pty Ltd., a global vacation exchange company based in Australia and managed multi-jurisdictional legal team and outside counsel in Australia, New Zealand, the United States, Egypt, the United Kingdom and Singapore in due diligence, stock purchase agreement (SPA) and ancillary agreement negotiation and post-closing integration in 2017; - Coordinated integration of Love Home Swap, a home exchange company based in the London and acquired by Wyndham Destination Network in 2017.

- Oversaw negotiation of affiliation agreements with resort developers in five business development regions across North America to allow timeshare owners to participate in RCI’s vacation exchange programs;- Led Legal team in connection with Online Tour Generation product launch, including negotiation of vendor agreement, development of client templates, and review of marketing materials;- Negotiated various commercial agreements with vendors and led Legal team responsible for negotiation of IT agreements for RCI and Wyndham Vacation Rentals.

- Negotiated and drafted strategic alliance agreement with third-party vendor to provide cruise services to RCI’s exchange program members;- Negotiated and drafted various purchase and ancillary documents in connection with asset purchase agreement (APA) related to expansion of Wyndham’s vacation rental business;- Led Legal team in connection with negotiation and drafting of master services agreement (MSA) with third-party to vendor to provide travel agency services to RCI’s exchange company members;- Oversaw Legal team in the product launch of the Platinum membership tier for RCI’s exchange programs including development of terms and conditions, marketing materials, and vendor agreements;- Counseled clients on contractual issues, and oversee maintenance of template agreements used by attorneys to negotiate affiliation agreements.

- Brought responsibility for drafting SEC filings in-house from outside counsel resulting in substantial savings to company.- Created Disclosure Committee and chair regular committee meetings to consider and review potential disclosure issues in the company’s SEC filings. - Advised executive officers and board of directors on all aspects of SEC reporting for Nasdaq and New York Stock Exchange companies. - Counseled board committees, compensation committee, audit committee and nominating committee on corporate governance and Sarbanes-Oxley compliance.- Developed contract log system with finance department to monitor status of active contracts.- Prepared presentations and explanations to board of directors concerning proposed transactions, corporate governance guidelines, negotiated agreements and proposed resolutions.

- Drafted Exchange Act filings including: - Form 10-K Annual Report - Form 10-Q Quarterly Report - Form 8-K and - Schedule 14A Proxy Statement; - Drafted Securities Act Registration Statements including: - Form S-1 (Initial Public Offering) - Form F-2 (follow-on offering for foreign private issuer);- Worked as the only associate on a follow-on offering of ordinary shares by a NASDAQ-listed foreign private issuer in connection with the acquisition of five companies. Responsible for negotiating legal opinions with international law firms and drafting related transaction documents, as well as coordinating the issuer’s response to SEC comments.- Represented cellular telephone company in divesture of cellular spectrum to multiple buyers. Drafted and negotiated amendments to purchase agreement, legal opinions and closing documents.- Counseled investors in connection with the formation of limited liability company in the film distribution industry.- Advised founders of emerging company on formation issues including analysis of preferred stockholder rights, rights of first refusal, drag-along rights and preemptive rights.- Drafted, negotiated and reviewed contracts including: - Operating agreements - Employment agreements - Employment-separation agreements - Consulting agreements - Confidentiality Agreements - Non-Competition Agreements - Real estate leases

- Advised executive officers and board of directors on all aspects of SEC reporting for Nasdaq and New York Stock Exchange companies;- Drafted Exchange Act filings including: - Form 10-K Annual Report - Form 10-Q Quarterly Report and - Forms 3, 4 and 5;- Drafted Securities Act Registration Statements including Form S-11 (initial public offering for REIT);- Advised acquirer on two tender offers for shares of public companies. Responsible for drafting all tender offer materials including summary advertisement in Wall Street Journal and SEC filing documents. Managed team of approximately ten attorneys in conducting due diligence of target.

Morristown, New Jersey

J.D., Law

B.A., Political Science

Education record

Junior Year Study Abroad Program