People: David M. Warburg, Partner

Photo of David M. Warburg, Partner

David M. Warburg

Partner

New York
Direct: (212) 218-4653
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David M. Warburg is a partner in the Corporate Department in the New York Office of Seyfarth Shaw LLP, and a member of the firm’s Capital Markets and Mergers & Acquisitions practice groups. His practice is focused on cross-border and domestic private equity, securities, and merger and acquisition transactions. Mr. Warburg also has a substantial practice representing both sponsors of and institutional investors in US and offshore private equity funds, real estate funds, hedge funds and joint ventures. 

Mr. Warburg has over 25 years of experience representing both sources and users of capital in private placements and initial public offerings by US and foreign companies of equity and debt securities, formation of US domestic and offshore funds, and private equity technology and real estate-related investments. He also represents public and private US and foreign companies in mergers and acquisitions, joint ventures, debt and equity restructurings, “going-private” transactions, restructurings, and general corporate, contract, and securities law matters. 

Mr. Warburg has represented Chinese, Finnish, French, German, Israeli, Italian, Mexican, Russian, and UK companies, institutional investors, and financial institutions in domestic and international transactions.

David M. Warburg is a partner in the Corporate Department in the New York Office of Seyfarth Shaw LLP, and a member of the firm’s Capital Markets and Mergers & Acquisitions practice groups. His practice is focused on cross-border and domestic private equity, securities, and merger and acquisition transactions. Mr. Warburg also has a substantial practice representing both sponsors of and institutional investors in US and offshore private equity funds, real estate funds, hedge funds and joint ventures. 

Mr. Warburg has over 25 years of experience representing both sources and users of capital in private placements and initial public offerings by US and foreign companies of equity and debt securities, formation of US domestic and offshore funds, and private equity technology and real estate-related investments. He also represents public and private US and foreign companies in mergers and acquisitions, joint ventures, debt and equity restructurings, “going-private” transactions, restructurings, and general corporate, contract, and securities law matters. 

Mr. Warburg has represented Chinese, Finnish, French, German, Israeli, Italian, Mexican, Russian, and UK companies, institutional investors, and financial institutions in domestic and international transactions.

Education

  • J.D., New York University School of Law (1978)
  • B.A., Yeshiva University (1975)
  • Six Sigma Yellow Belt Certification, Seyfarth Shaw LLP (2012)

Admissions

  • New York

Affiliations

  • American Bar Association
  • New York State Bar Association

Representative Engagements

Private Equity/Mergers and Acquisitions

  • CVS Health’s Omnicare group in their acquisitions of specialty pharmacy companies with multiple locations and operations in various regions of the United States.
  • The private M&A group of Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation (NYSE), in its acquisition of a majority equity investment in one of the largest technical service providers of construction and engineering services focused on the global pharmaceutical and biotechnology industries, based in the US, with substantial operations in South Asia and Latin America.
  • The private M&A group of Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation (NYSE), in its initial acquisition of a substantial minority preferred equity investment, and thereafter of a majority equity interest in a privately held toy and consumer electronics company based in the US, and a concurrent equity investment in its affiliated production and distribution companies in Europe and Asia.
  • A mobile virtual network operator offering services across the Middle East, South Asia and Africa, in several rounds of private equity financing provided by a leading sovereign wealth fund, several venture capital funds and other institutional investors, and in its non-US acquisition activities.
  • The US shareholders of a major worldwide provider of marine fuel brokerage services in their sale of 100% of their equity ownership to a leading Scandinavian holding company in the marine fuel industry.
  • A U.S. real estate investment company focused on the suburban office market and holding over 145 operating properties, in its issuance of $100 million of preferred equity and over $100 million of common equity to US and non-US institutional investors.
  • A retirement services company in its sale to the largest specialty insurance brokerage firm in the United States.
  • A consortium of international investors including an international investment company focusing on investments in media in Europe and the US, and a developer and operator of digital media distribution and filtering platforms for publishing and financial services in their acquisition of the assets of a US-based news content provider from a leading worldwide news media/financial data company.
  • Nice Systems, Ltd., a NASDAQ/NMS-quoted Israeli-based leading global provider of advanced multimedia digital recording platforms, software applications and consulting services, in its acquisition for cash of the assets of the CRS Division of Dictaphone Corporation.
  • A US/European-based real estate fund in its preferred equity and mezzanine debt investments, and in its workouts of certain investments.

Securities Representation

  • A Shenzhen, China-based company engaged in designing, developing, marketing and distributing consumer fashion products, in its reverse acquisition and concurrent PIPE financing in the United States.
  • An investor/management buyout group in a leveraged "going-private merger" with a NASDAQ-quoted leading global marketer and distributor of performance chemicals and manufacturer and marketer of phenol and acetone, including a restructuring of its debt and equity and new asset-based financing.
  • A major US financial institution in its structuring and formation of an investment advisor subsidiary to house a “robo-advisor” to be marketed to middle-income clients, and its related investment products, including filings an disclosures under the Advisers Act.
  • A US small-cap special situation fund in multiple PIPE and controlling interest investments in various public companies traded in the US, including companies with operations in China, Latin America and the Middle East

Various private equity and real estate fund sponsors and various crowdfunding portals with respect to securities law compliance, including under the Advisers Act.

Private Investment Fund Formation and Institutional Investor Representation

  • Some of the largest US public and private corporate, multi-employer and state governmental pension plans in their individual alternative investments in various US and offshore private equity funds, hedge funds, real estate funds, funds-of-one and individual managed accounts (over 125 investor transactions engagements in the past five years alone).
  • A California-based real estate company in the structuring, organization and funding of a private open-ended real estate fund focused on investments in commercial office buildings, industrial properties and multifamily communities in Western and Southwestern U.S. cities.
  • Several different US-based real estate owners and developers in the structuring, organization and funding of various different offshore investment structures designed to facilitate investment in individual US commingled real estate funds and individual projects from non-US institutional investors, non-US family offices and high net worth non-US individuals.
  • A Fortune 500 financial services company in its strategic equity investments in leading technology-focused private equity funds.
  • The US sponsor in the development and funding of a US small-cap special situation fund.
  • Special corporate counsel to the US sponsor of a private equity fund comprised exclusively of large Taft-Hartley multi-employer plans and other ERISA investors and investing in one of the world’s largest infrastructure funds.
  • The US public company sponsor of a private M&A acquisition platform in the structuring and formation of its internal compensation plan and other arrangements.
  • A seasoned US real estate management and development sponsor in the structuring and formation of a new private real estate fund focusing on multi-family housing acquisition and development.
  • A US private equity and hedge fund sponsor in the structuring and formation of a new hedge fund focusing on publicly-traded investment grade and convertible debt and preferred equity securities.
  • A European publicly-traded company sponsor in the structuring, formation and syndication to US and European pension plan investors of a large private investment fund targeting French real estate investment.
  • Various US sponsors in the formation of individual real estate opportunity funds targeting the acquisition of real estate assets throughout the US and Europe.

Presentations

  • Moderator, “Spanning the Globe - Accessing Foreign Capital”, IMN U.S. Real Estate Opportunity & Private Fund Investing Forum, Newport, RI (June 26, 2017)
  • Speaker, ”Investment Advisers Act Issues for Sponsors & Managers of Real Estate Funds and other Pooled Investment Vehicles”, Seyfarth Shaw LLP (October 30, 2014)
  • Speaker, “Foreign Fund Structures for LPs and GPs”, IMN U.S. Real Estate Opportunity & Private Fund Investing Forum, NYC (June 12, 2014)
  • Speaker, “Foreign Private Issuers Accessing the U.S. Capital Markets in 2014 - The Current Regulatory Environment and Available Capital-Raising Alternatives,” Webinar (May 27, 2014)
  • Speaker, “Overview of the SEC’s Crowdfunding Proposals,” Webinar (November 13, 2013)
  • Speaker, “Directors and Sarbanes-Oxley”, Boardroom Bound’s Boardology Institute Pipeline Seminar (October 9, 2009)

Publications

  • Co-Author, “Increasing Access to US Capital Markets for Southeast Asia-based Enterprises,” Section of International Law of ABA Committee’s listserv (June 2014)
  • Co-Author, “Effects of the Jobs Act, Recent Developments Under Dodd-Frank and other Recent Regulation and Judicial Decisions Affecting Foreign Private Issuers”, Seyfarth Shaw LLP (October 2013)
  • Co-Author, “Private Equity Group and Former Senior Executive Charged by the SEC for Using Unregistered Broker Dealer: Implications for Private Funds and Other Issuers and Their Investors,” One Minute Memo, Seyfarth Shaw LLP (March 20, 2013)
  • “Q&A With Seyfarth Shaw’s David Warburg,” Law360 (December 1, 2011)
  • “Current Challenges Facing an Investor in a Real Estate Fund or Venture, AFIRE News, Vol. 23, No. 5, Co-authored with Richard Crystal and Stanley Jutkowitz (September 2009)
  • "Sarbanes-Oxley Issues for Foreign Private Issuers Considering Listing in or Accessing Public Capital Markets in the United States - An Updated View after Four Years of Regulation and Experience," BNA International, Corporate Restructuring, Co-Authored with Wayne Kirk (May 2007)
  • "The Effect of Sarbanes-Oxley on Corporate Responsibility in Private Companies," Bloomberg Law Reports, Corporate Governance, Vol.2, No. 10, Co-Authored with Sarah Hewitt (November 2005)
  • "Letters of Intent in Global Deals," New York Law Journal, Mergers & Acquisitions (November 2004)