David M. Lynn

David M. Lynn


Washington D.C., (202) 778-1603


Loyola University Maryland (B.B.A., 1989)
Loyola University Maryland (MSF, 1991)
University of Maryland Francis King Carey School of Law (J.D., 1995)

Bar Admissions

District of Columbia

Dave is co-chair of Morrison & Foerster’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. Dave 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 U.S. SEC issues, he is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.” Dave is a recognized authority 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, Dave led the rulemaking team that drafted sweeping revisions to the SEC’s executive compensation and related party disclosure rules. He 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. Dave 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.

Dave is co-editor of TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance, and corporate law matters. He 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 is ranked as a Band 1 leading lawyer in Chambers USA 2019 for Securities: Regulation, named to the 2020 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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