David M. Lynn is a partner based in the Washington D.C. office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as 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 Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. 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 TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society. Mr. Lynn received his law degree from the University of Maryland Francis King Carey School of Law, where he serves as a member of the Board of Visitors, and his undergraduate and graduate degrees in economics and finance from Loyola University Maryland.
Mr. Lynn is ranked as a Band 1 leading lawyer in Chambers USA 2019 for Securities: Regulation, named to the 2017 Best Lawyers list, and ranked as a leading lawyer by Legal 500 US 2019 in the categories 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.
Chambers USA 2015 reports that he is “noted for his prominence in the securities regulation advisory space.” Another client commented, "He is not only creative but is also an excellent technical lawyer."
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