David Hsia Email & Phone Number

New York, Us

Your outside general counsel: offering expertise in securities, m&a, contracts, hedge funds, LLCs, fund formation, investments, deal execution and cross-border/international experience.I have 24+ years of experience in representing a broad range of clients (including int'l clients, high-net worth individuals and large publicly traded companies), industries and transactions and work in the areas of securities, m&a, hedge funds, fund formation, corporate governance, joint ventures, vc/private equity and start-ups. Soup-to-nuts: forming companies, negotiating and drafting simple or complex agreements, making investments, advising on plain vanilla or unusual transactions. Example of a few clients/recent engagements: negotiating consulting and severance agreements for a digital media professional, negotiating a stockholders agreement and related matters for a fintech startup, drafting licensing agreements for an ETF ratings firm, acting as outside counsel for a fashion consulting firm, advising an emerging portfolio manager of specialized oil contracts in negotiating Asia-based anchor investor, representing hedge/private equity funds in forming funds and regulatory/securities matters, advising a Mexico City-based fund in forming a US special purpose entity for early stage start-up investments, representing a strategic investor in an investment in a robotics company, assisting an investor consortium in launching a restaurant in Hawaii, helping a director of a public company seeking an exit from the board, advising a library database software company engaging in an m&a transaction, assisting a client in joining the C-suite of a cryptocurrency firm; negotiating on behalf of a key employee departing from a private equity fund, representing a luxury stationary/paper goods company in a proposed hybrid equity/debt financing, assisting a financial software firm in a joint venture transaction, and helping form and structure a Facebook-based video game start-up.

Brooklyn, Ny, Us

New York, Ny, Us

Independent contractor retained by senior management team to work as legal counsel on restructuring project, which involved spinning-off a business line, and bridge financing and equity raise. We negotiated terms for a preferred investment by a major bank holding company as a strategic investor in the spin-off. This was a critical and time-sensitive project for the client.Worked directly with the General Counsel and senior management; this was my second engagement with Marco Polo, as I had been retained by them at my former law firm.

Represented Lehman Brothers and other financial clients in PIPE transactions. Advised major financial institution on private equity investments. Lead corporate fraud due diligence team for significant European insurer of CDO and ABS products on behalf of creditors' committee in restructuring. Engaged in m&a private auction to sell controlling stake in a Latin American cargo carrier to a private equity firm. Structured and prepared forms of documentation for entry of middle-market boutique investment banking firm in new OTCX market.

General corporate, joint ventures, and securities and fund formation (hedge funds).Worked extensively with diamond industry clients, high-net worth clients, celebrity Michelin-starred chef and public companies with respect to securities offerings, private placements, estate-planning restructurings, joint ventures, '34 Act filings and m&a transactions. Drafted, reviewed and negotiated employment and other agreements. Updated shareholder rights plan (poison pill) for major publicly-traded client. Represented publicly-listed biotechnology company, private funds, Italian jewelry manufacturer, ipod casting start-up, technology entrepreneurs, a phase 1 private equity firm and bicycle & rock music festival promoters. Drafted and negotiated major art donation for private in vivos donor to the Peggy Guggenheim Collection (Venice, Italy). Senior associate for firm's hedge fund practice: fund formation, advising on Investment Advisers Act of 1940 compliance, CFTC issues, side letters, and other general representation. Drafted and reviewed PPMs, investment advisory agreements, deferred compensation arrangements, employment termination agreements and corporate governance issues. Liased with offshore counsel and fund administrators and auditors. Clients included onshore and offshore feeders, investment advisers, commodity trading firms and fund-of-funds.

New York, Us

London and New York offices. General corporate and securities; private equity /m&a and capital markets transactions.Second chaired major cross-border private equity m&a transaction with respect to sale of North American aerospace defense contractor owned by a UK-based private equity fund to another UK-based private equity fund.Executed as part of corporate deal team one of the largest LBOs on record, representing the Carlyle Group and Welsh Carson in a competitive (and ultimately successful) competitive bidding process for acquisition of yellow pages assets of Qwest Dex. Represented Icelandic software company in potential US delisting transaction. Executed Russian technology-related venture capital transaction via sale of shares in Cyprian holding company. Represented bulge-bracket investment bank with respect to spin-off of branded wireless standard technology unit of major Swedish telecommunications company.

Global, Gb

Corporate, securities, venture capital, m&a; debt and equity financings.Developed significant expertise in the areas of securities ('33 and '34 Act offerings and filings), corporate transactions (m&a sales and purchases, asset and share sales), venture capital (Series A financings and follow-on rounds on behalf of investors, VC funds and companies), South African gold mining companies and cross-border, multi-jurisdictional Regulation S offerings, as well as significant drafting and negotiating skills.Represented small Internet start-ups, large publicly-traded companies, pharmaceutical and biotechnology companies, snack food chip firms and publishing entrepreneurs. Created and dissolved companies, drafted employment agreements, stock purchase agreements, asset purchase agreements, consulting arrangements, offering memorandum and '34 Act filings (annual reports, quarterly reports, current reports, m&a information filings, 13D and 13G filings). Performed due diligence in connection with m&a transactions and public offerings.

In charge of staffing attorneys, managing office correspondence, natural disaster relief requests, facilitating judicial nominations and preparation of weekly news summaries for the Counsel to the President, C. Boyden Gray.

Education record

J.D., Law

A.B., History

Education record

Education record

Education record