Withers Worldwide

Overview

David focuses on securities law matters and has significant experience representing clients with regard to matters governed by the Securities Act, the Securities Exchange Act, the Investment Company Act, the Investment Advisors Act and the Commodity Exchange Act as well as the rules of various self-regulatory organizations and stock and commodity exchanges.

He devotes a significant amount of time to advising high net worth domestic and international individuals, families, family offices and their advisors about their obligations under U.S. securities laws, including the acquisition and disposition of public and private securities, beneficial ownership reporting obligations and the applicability of the U.S. Investment Advisers Act and U.S. Investment Company Act to their investment activities.

David represents hedge funds and investment partnerships with respect to fund formation matters, preparation of fund formation and offering documents, transaction structuring and compliance issues.  He has represented numerous companies in the acquisition and disposition of businesses and business segments, many requiring the filing of a joint proxy and registration statement.

He also represents issuers in all types of financing transactions ranging from traditional loan agreements to public and private offerings (including Rule 144A offerings) of debt and equity securities including hybrid securities, such as convertible notes.

David has significant experience in advising public and private companies and their boards of directors on corporate governance matters including compliance with the Sarbanes-Oxley Act, satisfying fiduciary responsibilities, shareholder relations, and board and shareholder meetings. 

Mr. Guin has represented clients in negotiating and documenting a wide range of commercial transactions from employment matters to intellectual property licensing.

Publications and speaking engagements

• Co-author of "A Regulatory Countdown," Private Wealth, January 2012.
• Co-author of "Analyzing the Family Office Rule," New York Law Journal, January 2012.
• Author of "US Securities Alert - Large Trader Reporting - New Rule 13h-1," Withers Bergman LLP Briefing Notes, August 2011.
• Co-author of "US Securities and Exchange Commission Issues Final Rule: Are You a Foreign Private Adviser?" Withers Bergman LLP Briefing Notes, June 2011.
• Co-author of "US Securities and Exchange Commission Issues Final Rule: Federal vs. State Regulation of Investment Advisers," Withers Bergman LLP Briefing Notes, June 2011. 
• Co-author of "US Securities and Exchange Commission Issues Final Rule: Private Fund Adviser Exemptions," Withers Bergman LLP Briefing Notes, June 2011. 
• Co-author of "SEC Issues Greatly Expanded Definition of Family Office," Withers Bergman LLP Briefing Notes, June 2011.
• Co-author of "SEC May Extend Dodd-Frank Compliance Date," Withers Bergman LLP Briefing Notes, April 2011.  
• Co-author of "Will Private Equity Fund Managers be Exempt?" Withers Bergman LLP Briefing Notes, April 2011. 
• Author of "How Will Dodd-Frank Affect Me?" STEPJournal, March 2011. 
• Speaker, "How Will Dodd-Frank Act Affect Me," Withers The Old And The New Seminar, Zurich and Geneva, Switzerland, February 2011. 
• Speaker, "SEC Regulation of Family Offices," MetCircle, New York, January 2011.
• Co-author of "The Commodity Futures Trading Commission Votes to Propose Repeal of Popular Registration Exemptions," Withers Bergman LLP Briefing Notes, January 2011.
• Author of "Dodd-Frank and rules on foreign private advisor exemption," Offshore Red, December/January 2010/11. 
• Author, "Will You Qualify as a Foreign Private Adviser under Dodd-Frank," Private Banker International, December 2010. 
• Speaker, "A Brave New World at the SEC," Pictet Family Offices Conference, Hong Kong, November 2010.
• Panelist for "Coping with the New Normal for Family Offices," Bessemer Trust Family Office Roundtable, New York, November 2010.
• Co-author of "Which Foreign Private Advisers are Exempt?" Withers Bergman LLP Briefing Notes, November 2010.  
• Co-author of "Private Fund Adviser Exemptions - New Definitions," Withers Bergman LLP Briefing Notes, November 2010.  
• Speaker, "Regulatory Reform - What Family Offices Should Know," New York State Society of Certified Public Accountants - Family Office Committee, New York, November 2010. 
• Panelist for "Managing a Family Office in a Changing Legal Environment," Family Office Exchange Fall Forum, Chicago, October 2010. 
• Co-author of "Emerging Company Capital - 2010 Q-4 Represents a 3-month Window for Stock Investments to Qualify for Zero Capital Gains Tax Rate," Withers Bergman LLP Briefing Notes, October 2010. 
• Co-author of "US Securities and Exchange Commission Issues Proposed Rule on Family Office Exclusion," Withers Bergman Briefing Notes, October 2010. 
• Co-author of "The Dodd-Frank Wall Street Reform and Consumer Protection Act - New Challenges for Fund Managers and Investment Advisers," Withers Bergman LLP Briefing Notes, July 2010. 
• Co-author of "UPDATE: The Dodd-Frank Wall Street Reform and Consumer Protection Act Passed with Family Office Exemption," Withers Bergman LLP Briefing Notes, July 2010. 
• Author of "The US Moves to Regulate Fund Managers," Withers Bergman LLP Briefing Notes, June 2010. 
• Presentation on "Regulation Impacting Single Family Offices," Institute for Private Investors Spring Forum and Advisor Roundtable, New York, May and June 2010. 
• Co-author of "Full Senate Passes The Restoring American Financial Stability Act - Including Exemption for Family Offices," Withers Bergman LLP Briefing Notes, May 2010. 
• Presentation on "Storm Warning From Washington - The Elimination of the Private Adviser Exemption," Hong Kong, Singapore and Taipei, April 2010.
• Co-author of "New Guidance on Broker-Dealers vs. Finders," Withers Bergman LLP Briefing Notes, March 2010. 
• Presentation on "Realigning the Balance of Power and Negotiating Terms," Infovest21 program for family offices and investors, New York, June 2010.  
• Presentation on "Ignorance is Not Bliss: Current and Possible SEC Regulations Affecting Wealthy Individuals and Families -  Issues Relevant for Asia," Singapore and Hong Kong, December 2009. 
• Presentation on "Danger Ahead! From Private Office to Public Registration: An Outlook for Family Offices,"  New York, December 2009.
• Co-author of "Full U.S. House of Representatives Passes The Private Fund Investment Advisers Registration Act of 2009," Withers Bergman LLP Briefing Notes, December 2009. 
• Co-Author of "Update on Proposed Securities Legislation Affecting Family Office Investment Activities," Withers Bergman LLP Briefing Notes, November 2009.  
• UPDATE: Possible Exclusion of Family Offices from Investment Adviser Regulation, Withers Bergman LLP Briefing Notes, November 2009.
• Co-Author of "Proposed Securities Legislation Could Significantly Change the Landscape of Family Office Investment Management Activities," Withers Bergman LLP Briefing Notes, November 2009.
• Presentation on "Restricted Stock 101," CFA Institute (hosted by the New York Society of Securities Analysts) Concentrated Stock Management Workshop 2009 - New York, September 2009. 
• Co-Author of "A Comparison of Proposed Investment Adviser Legislation," Withers Bergman LLP Briefing Notes, August 2009.  
• Family Office Investments, Withers Bergman LLP Briefing Notes, August 2009
• Co-Author of "Recent Changes to Form D and the Electronic Filing Requirements," Withers Bergman LLP Briefing Notes, September 2008.

On a personal note

David has a love of animals, especially his two dogs.  His favorite pastime is the study of European and American history and biography.