David P. Hooper is a partner in the Corporate Department of the firm's Indianapolis office. Mr. Hooper concentrates his practice in the areas of securities, financial institutions, private investment funds, and mergers and acquisitions. Mr. Hooper regularly advises clients on a variety of securities regulatory matters, public and private securities offerings, mergers and acquisitions of financial institutions, broker-dealer and investment adviser registration and regulation, private investment fund formations and regulatory compliance, and a number of other general corporate matters.
Recent Experience
Mr. Hooper's recent experience includes: representing a state-chartered commercial bank in a $90 million merger transaction with a multi-billion dollar financial services holding company; assisting as U.S.-based counsel for a £34 million ordinary shares offering for a United Kingdom-based issuer; a multi-million dollar going private transaction for a provider of supply chain services to the entertainment industry with over $100 million in assets; formation of a $75 million domestic private equity fund; formation of an offshore hedge fund of funds; representing a publicly-traded retail company with over $1 billion in annual revenues in a complex recapitalization transaction and related proxy solicitation; representing clients in broker-dealer and investment adviser registrations with the Securities and Exchange Commission and Financial Industry Regulatory Authority (FINRA); representing a publicly-traded manufacturer with world-wide operations in a regulated proxy solicitation for the dissolution and liquidation of the company; representing a federally-chartered savings bank in a $52 million merger transaction; representing a state savings bank in a $20 million merger transaction which was coupled with a mutual-to-stock conversion and a public common stock offering; representing a specialty auto finance company in a $52 million reverse merger transaction with a bank holding company; representing a federally-chartered commercial bank having $1.2 billion in assets in the sale of its stock in a $300 million acquisition; and representing a publicly traded utility in a $130 million registered equity forward offering and in a $100 million public notes offering.
Securities and Financial Institutions
With respect to Mr. Hooper's securities practice, he regularly advises clients regarding registered and exempt debt and equity securities offerings, periodic reporting under the Securities and Exchange Act of 1934, regulated proxy solicitations, tender offers, going private transactions, and beneficial ownership and reporting issues. In connection with his financial institutions practice, Mr. Hooper regularly represents clients in bank and thrift mergers and acquisitions, asset sales, and various state and federal regulatory matters. He also has represented clients in bank formations and mutual holding company conversions.
Broker-Dealers and Investment Advisers
An integral part of Mr. Hooper's practice involves advising clients on a wide-range of broker-dealer and investment adviser registration and regulatory issues. This includes advising clients on federal and state registration and compliance issues; FINRA membership matters; mergers and acquisitions involving broker-dealer firms; broker-dealer and investment adviser compensation arrangements; developing and refining supervisory procedures and compliance programs for broker-dealer and investment advisory firms; providing advice regarding alternative and online trading systems; and advising issuers and financial market participants with respect to finders and business-broker relationships.
Private Investment Funds
Another important aspect of Mr. Hooper's practice involves representing private investment funds and fund sponsors in structuring, negotiating, and forming private equity, venture capital, and hedge funds. Mr. Hooper advises clients regarding the planning and structuring of pooled investment vehicles, regulatory compliance, and related registration matters.
Corporate and Finance Matters
Mr. Hooper also regularly advises entrepreneurs and high-growth companies on a wide range of financing transactions and strategic planning issues, including angel and venture capital financings and private securities offerings. Mr. Hooper also represents a number of small to mid-size emerging companies with respect to corporate governance issues, shareholder proxy matters, and complex business agreement negotiations.
Education and Credentials
Mr. Hooper received his B.A., magna cum laude, from The George Washington University, where he was a member of Phi Beta Kappa and the National Society of Collegiate Scholars, and he received his J.D., magna cum laude, from Valparaiso University School of Law, where he was a member of the Valparaiso Law Review. In his prior experience, Mr. Hooper practiced law with an AmLaw 100 firm in Chicago and also worked as a congressional staff assistant for former U.S. Senator Craig Thomas and former U.S. Rep. Duncan Hunter. Mr. Hooper is a member of the Executive Committee of the Indianapolis Bar Association's Business Section and is admitted to practice in Indiana, Illinois, the District of Columbia, and before the U.S. District Court for the Northern District of Illinois.
Events
6/1/2012, New Economy New Rules Series - Understanding the JOBS Act and Its Positive Impact on Funding Availability
06/16/2010, Attorney Presentation - Raising Private Capital in an Uncertain Economy
01/27/2010, The SEC's New Executive Compensation and Corporate Governance Disclosure Rules
01/26/2010, The SEC's New Executive Compensation and Corporate Governance Disclosure Rules
10/05/2006, The SEC's New Executive Compensation Rules: Are You Ready for 2007?