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David M. Lynn

Lynn, David M


Washington D.C., (202) 887-1563


Loyola College In Maryland (B.B.A., 1989)
Loyola College In Maryland (MSF, 1991)
University of Maryland School of Law (J.D., 1995)

Bar Admissions

District of Columbia

David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance practice. He is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Mr. Lynn is a highly respected securities advisory counsel who provides guidance to clients ranging from Fortune 500 to newly-public companies on securities law compliance, as well as counseling on corporate governance, executive compensation, and disclosure best practices. Mr. Lynn also advises companies and underwriters in a wide variety of corporate finance transactions. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.” Mr. Lynn is a recognized expert on the Jumpstart Our Business Startups (JOBS) Act of 2012.

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted sweeping revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance.  While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of,, and The Corporate Counsel. He currently serves as Chair of the ABA Business Law Section's Federal Regulation of Securities Committee and is Co-Chair of the Practising Law institute’s Annual Securities Regulation Institute in New York.

Mr. Lynn is ranked as a Band 1 leading lawyer in Chambers USA 2016 for Securities: Regulation, named to the 2015 Best Lawyers list, and ranked as a leading lawyer by Legal 500 US 2014 in the category of Capital Markets: Equity Offerings and Capital Markets: Debt Offerings. He has also been named to the list of “Attorneys Who Matter” for Securities by Ethisphere Institute.