Derek Davis is a business attorney whose legal experience covers a broad spectrum of corporate transactional matters, including general corporate law; public finance law; contract law; corporate governance; college and university law; and public policy. His practice also involves counseling individuals and entities in the public and private sectors on matters involving public policy, non-profit institutions and institutions of higher education.
Derek is a "Double Terrier," having earned two degrees from Boston University -- a B.A., magna cum laude, in 1986 from the College of Arts and Sciences and a J.D. from the School of Law in 1989. He is a resident of Milton, MA, but remains involved in is hometown of Nyack, NY. Derek is an active member of the Greater Boston community serving on a number of boards, including: the Board of Overseers of Boston University; Chairman of the Board of Trustees of Cambridge College; the Board of Trustees of the USS Constitution Museum; the Corporation of the Perkins School for the Blind; the Corporation of Milton Hospital. Involved in political activities since college, Derek remains active in state and national politics and has experience working with State and Federal candidates for public office. He is admitted to practice law in the Commonwealth of Massachusetts and the State of New York.
Significant Representations
· Mergers and Acquisitions:
- Negotiated and prepared agreement and plan of merger, shareholder agreement, escrow agreement, employment agreements and disclosure documents in connection with a $30 million merger pursuant to a tax-free reorganization with a California-based software technology company.
- Negotiated asset and stock acquisitions for Massachusetts-based reprographics company in connection with roll-up transactions and the acquisition of smaller regional copying and reprographic companies.
- Negotiated stock transfer and reorganization of a Massachusetts-based food services company.
· Public Equity and Debt Financings and other Corporate Transactions:
- Represented Massachusetts School Building Authority, as disclosure counsel, in connection with the issuance of an aggregate of $600,000,000 in Dedicated Sales Tax Bonds 2009 Series A and 2009 Series B (Federally Taxable - Build America Bonds).
- Represented Fidelity Capital Markets, as underwriters counsel, in connection with $378,440,000 General Obligation Bonds, Consolidated Loan of 2009, Series B.
- Represented Massachusetts Water Resources Authority as disclosure counsel in connection with $1,200,689,957 Multi-Modal Subordinated General Revenue Refunding Bonds, Series 2008.
- Represented Massachusetts Turnpike Authority, as disclosure counsel, in connection with $126,725,000 Revenue Bonds Variable Rate Demand Obligations.
- Represented Morgan Stanley, as underwriters counsel, in connection with $339,174,758.60 Massachusetts Bay Transportation Authority Senior Sales Tax Bonds.
- Negotiated and prepared loan and security agreements relating to the refinancing of $10 million in industrial revenue bonds issued by the State of Colorado on behalf of a Colorado juvenile detention center.
- Represented the underwriter in connection with the financing of $2.6 million in Massachusetts Industrial Finance Agency (MIFA) Library Revenue Bonds.
- Negotiated and prepared mortgage, loan and security agreements and related documents in connection with the issuance of $9 million in Massachusetts Health and Educational Facilities Authority (HEFA) Revenue Bonds for Boston-based assisted living health care center.
- Assisted in the formation of a not-for-profit sailing center and provided general corporate advice to a Boston-based limited liability company in the business of building sail boats and racing yachts.
- Prepared offering memorandum, disclosure documents and subscription agreement for Massachusetts-based golf course design and residential real estate development partnership.
- Represented the underwriter in connection with the issuance of $500,000 million in general obligation bonds of The Commonwealth of Massachusetts.
- Represented the underwriter in connection with the issuance of a series of single-family housing revenue bonds and notes on behalf of the Massachusetts Housing Finance Authority (MHFA).
· Higher Education and Not-for-Profit:
- Represented Barclays Capital, as underwriters counsel, in connection with the issuance of $1,000,000,000 in Medium-Term Notes by large private New England-based university.
- Represented local private business college before the Massachusetts Board of Higher Education in connection with the licensure of academic programs.
- Represented local private liberal arts college in the development and expansion of campus learning center in Western Massachusetts.
- Provided legal counsel and advice to Boston based historical museum on issues of corporate governance, ethics and corporate operation.
- Prepared organizational documents, employment agreements and application for tax-exemption for Boston based sailing center.
- Prepared organizational documents, scholarship guidelines and application for tax-exemption for New York-based community organization.
· Venture Capital and Private Placement Transactions:
- Negotiated and prepared term sheet, stock purchase agreements, warrants and preferred stock terms for Massachusetts-based venture capital firm.
- Conducted the negotiation and preparation of subordinated debt financing agreements for the placement of $10.1 million in subordinated debt by a New York-based venture capital fund.
- Negotiated and prepared first, second and third round financings exceeding $15 million for a Massachusetts small-ticket leasing company.
- Prepared registration statement on Form S-1 for initial public offering for a Massachusetts based small-ticket leasing company. Public offering was aborted twice by underwriters due to market conditions at the time of proposed filing registration statement.
- Negotiated and prepared master equipment leases, stock purchase agreements, warrants and preferred stock terms for Massachusetts-based lease finance/venture capital company.
- Prepared financing documents in connection with the initial round financing of a Philadelphia-based company that provides call center bill and ticket processing to credit card companies and municipalities. Conducted the incorporation and preparation of software provider agreements, branding agreements and advertising agreements for a Massachusetts Internet-based company. Prepared subscription agreements, stock option plans and agreements, and the company's private placement memorandum for its initial round financing.
*The above matters were handled by Mr. Davis prior to his joining Greenberg Traurig, LLP.
Professional & Community Involvement
Civic Affiliations:
· Board/Member Board of Overseers, Boston University, 2005 to Present
· Cambridge College
- Chairman, Board of Trustees, 2009 to Present
- Board/Member Board of Trustees, 2003 to 2009
· Board/Officer/Member Board of Trustees, USS Constitution Museum, 2003 to Present
· Member/Corporation, The Perkins School for the Blind, 2006 to Present
· Member/Corporation, Milton Hospital, 2006 to Present
· Board/Member Board of Trustees, Arthritis Foundation, Massachusetts Chapter, Inc., 2003 to 2004
Professional Affiliations:
· Board Member/Executive Committee, Greater Boston Legal Services, 1999 to 2005
· Executive Committee Member, Boston Lawyers Group, 1995 to 2002
· Vice President, Boston University General Alumni Association, 1991 to 1995
· Board Member, Massachusetts Association of Mental Health, 1991 to 1995
· Co-Chair, Young Lawyers Section of the Boston Bar Association, 1992 to 1994
· Member, Boston Bar Association, 1990 to Present
· Member, American Bar Association, 1990 to Present
· Member, New York State Bar Association, 2003 to Present
· Member, National Bar Association, 2007-2008
· Member, Association of Independent Football Officials, Inc., 2004 to 2006
Community Affiliations:
· Commissioner/Massachusetts State Lottery Commission, Appointed by Hon. Deval Patrick, 2008 to 2010
· Deputy Counsel, Massachusetts Democratic State Committee, 2006 to August, 2009
· National Football League (NFL) Game Day - Coach-To-Player Helmet Official, 2008
· Clerk, The Tsongas Committee, Inc., Committee to Elect Paul E. Tsongas President of the United States, 1991 to 1992