J. David Hershberger

Mr. Hershberger’s practice focuses on securities issues and corporate governance obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010. Mr. Hershberger has reviewed and drafted registration statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, tender offers, going-private transactions and stock ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5. He has also advised public company clients regarding corporate governance initiatives under the Dodd-Frank Act, the Sarbanes-Oxley Act, NYSE/NASDAQ regulations, Institutional Shareowner Services guidelines and state corporate law, including article/bylaw amendments, committee charters, board and committee qualifications, risk management, executive and director compensation issues, equity compensation plans and policies, disclosure controls and procedures, insider trading policies and programs, related party transaction policies, codes of conduct and whistle-blower provisions. He has also represented clients with regard to municipal bond offerings, private venture financings, M&A transactions, and general corporate matters. Mr. Hershberger has represented clients that range from large public companies to startups in a wide variety of industries.

Mr. Hershberger has approximately 20 years of experience. He has served as vice president of two multinational public companies, general counsel of a start-up company, associate and special counsel of two Denver-based law firms, and branch chief and senior counsel for the U.S. Securities and Exchange Commission’s Division of Corporation Finance.

Court Memberships

• Colorado
• Oklahoma

Honors

• Executive Developments Editor, Washington University Law Quarterly
• Established first annual “F. Hodge O’Neal Symposium of Corporate and Securities Law”
• Maurice Chambers Scholar
• Lieutenant Commander in the U.S. Naval Reserve
• Navy and Marine Corps Achievement Medal for service as Executive Officer of Fleet Industrial Supply Center Pearl Harbor unit
• Named “Outstanding Student” of Direct Commissioned Officers Candidate School by Naval Aviation School Command in Pensacola, FL
• Named “Honor Student” of Supply Corps Qualification Course by Naval Supply Corps School in Athens, GA
• 1992 Candidate for U.S. Congress, Fifth Congressional District of Oklahoma

Professional Affiliations

• Member - American, Colorado and Denver Bar Associations

Publications

• Author, Tax Reform Fervor: An Opportunity to Expand Tax Preferences for Capital Gains, Washington University Law Quarterly (1985)

Presentations

• Lead Presenter/Speaker, Society of Corporate Governance Professionals seminar regarding 2010 corporate governance initiatives resulting from new SEC regulations, NYSE/NASDAQ listing qualifications, proposed Senate/House legislation and updated governance positions of Institutional Shareowner Services