Recent Publications

SEC Issues Proposed Crowdfunding Rules

On October 23, 2013, the Securities and Exchange Commission (the “SEC”) issued proposed rules to effect Title III of the Jumpstart Our Business Startup (JOBS) Act, enacted on April 5, 2012. Title III and the proposed rules provide the framework for companies to raise capital through securities offerings using crowdfunding. >>

Rule 506 Revolution: The SEC Adopts Significant Amendments to the Rules Regarding Private Offerings of Securities

On July 10, 2013, the Securities and Exchange Commission (SEC) adopted the new, much-anticipated rules that lift the ban on general solicitation and advertising in connection with certain private offerings of securities. >>



David H. Oden

Partner

Richardson


2505 N. Plano Road
Suite 4000
Richardson, Texas 75082
T +1 972.739.6929
F +1 972.692.9029

Areas of Practice

Education

  • J.D., University of Texas at Austin School of Law, with honors
  • B.A., Texas Tech University

Bar Admissions

  • New York
  • Texas
David H. Oden

David Oden focuses on venture capital, corporate securities, mergers and acquisitions, and general corporate matters. He focuses on providing counsel to emerging businesses. David is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory. He has been recognized by Chambers USA 2010 and 2011 as one of the leading practitioners in the United States for Technology: Corporate & Commercial law in Texas.

David has completed transactions including:

  • Formation/venture funding/initial public offering of a computer network-based services company.
  • Initial public offering of a telecommunications equipment manufacturer.
  • Initial public offering of a telecommunications service provider.
  • Angel and venture capital funding of a social networking company.
  • Venture capital funding of a telecommunications company by venture capital funds.
  • Tender offer and follow-up merger between a publicly held high-technology components manufacturer and a financial purchaser.
  • Acquisition of a specialty software developer by a publicly held software company.
  • Private placement of equity and warrants for a components manufacturer for missile guidance systems.

Representative Experience

  • Represented Integrated Security Systems, Inc., in the acquisition of the assets of its subsidiary, B&B ARMR, by Strait Lane Capital Partners.
  • Represented Adea, Inc., a technology consultancy with global operations, in the acquisition of its assets by Valtech S.A.
  • Represented Wham! Inc. in the sale of approximately $4.5 million of its Series A Preferred Stock to certain venture capital firms and individuals.
  • Represented Integrated Security Systems, Inc. in the sale of assets to Vuance, Inc.
  • Represented The White Oak Company in its purchase of assets from Rockfish Seafood Grill.
  • Represented 20/20 Companies in the sale of assets to Golden Gate Private Equity, Inc. and JP Capital Partners.
  • Represented a leading 3D technology company in its Series C-1 venture funding.
  • Represented Promix Technologies in the sale of stock to Chryso, Inc.
  • Represented Voyence, Inc. in the sale of the company to EMC Corporation.
  • Represented Voyence (a private company) in connection with its acquisition by publicly-traded EMC Corporation.
  • Represented a private fabless semiconductor company in its Series C venture funding. The investor syndicate consisted of some of the nation’s leading venture funds. Haynes and Boone has represented the company since its Series A funding.
  • Represented RENN Capital Group in the sale of the assets of CaminoSoft to CMSF Corp.

Selected Speeches and Publications

  • “People Got to be Free (to Advertise): Proposed Rules to Permit Advertising in Rule 506 Offerings,” Haynes and Boone Alert, September 7, 2012.

Selected Representative Experience


Acquisition of B&B ARMR by Strait Lane Capital
Represented Integrated Security Systems, Inc., in the acquisition of the assets of its subsidiary, B&B ARMR, by Strait Lane Capital Partners.

Valtech SA Acquisition of Adea, Inc.
Represented Adea, Inc., a technology consultancy with global operations, in the acquisition of its assets by Valtech S.A.

Series A Preferred Stock Financing
Represented Wham! Inc. in the sale of approximately $4.5 million of its Series A Preferred Stock to certain venture capital firms and individuals.

Acquisition of the Assets of Intelli-Site, Inc.
Represented Integrated Security Systems, Inc. in the sale of assets to Vuance, Inc.

Acquisition of Rockfish Seafood Grill
Represented The White Oak Company in its purchase of assets from Rockfish Seafood Grill.

Asset Purchase
Represented 20/20 Companies in the sale of assets to Golden Gate Private Equity, Inc. and JP Capital Partners.

Series C-1 Funding - Leading 3D Technology Company
Represented a leading 3D technology company in its Series C-1 venture funding. The investor syndicate was led by a leading New York-based private equity firm. Haynes and Boone has represented this company since its Series A funding.

Membership Interest Purchase
Represented Promix Technologies in the sale of stock to Chryso, Inc.

Merger
Represented Voyence, Inc. in the sale of the company to EMC Corporation.

Voyence in Connection with its Acquisition by EMC Corporation
Represented Voyence (a private company) in connection with its acquisition by publicly-traded EMC Corporation. Voyence is a leading provider of automated telecommunications network configuration and change management. Haynes and Boone has represented Voyence since its initial venture funding.

Series C Venture Funding - Private Fabless Semiconductor Company
Represented a private fabless semiconductor company in its Series C venture funding. The investor syndicate consisted of some of the nation’s leading venture funds. Haynes and Boone has represented the company since its Series A funding.

CMSF Corp. Reincorporation Merger
Represented RENN Capital Group in the sale of the assets of CaminoSoft to CMSF Corp.

Memberships

  • American Bar Association
  • Committee on Federal Regulation of Securities
  • State Bar of Texas
  • State Bar of New York

Online Publications

12/04/2013 - SEC Issues Proposed Crowdfunding Rules
On October 23, 2013, the Securities and Exchange Commission (the “SEC”) issued proposed rules to effect Title III of the Jumpstart Our Business Startup (JOBS) Act, enacted on April 5, 2012. Title III and the proposed rules provide the framework for companies to raise capital through securities offerings using crowdfunding.

07/16/2013 - Rule 506 Revolution: The SEC Adopts Significant Amendments to the Rules Regarding Private Offerings of Securities
On July 10, 2013, the Securities and Exchange Commission (SEC) adopted the new, much-anticipated rules that lift the ban on general solicitation and advertising in connection with certain private offerings of securities.

09/07/2012 - People Got to be Free (to Advertise): Proposed Rules to Permit Advertising in Rule 506 Offerings
On August 29, 2012, the Securities and Exchange Commission released proposed rules to permit general advertising and solicitation in certain private placement offerings as required by the recently enacted JOBS Act. The proposed rules permit issuers to advertise in connection with Rule 506 private placement offerings so long as the securities are sold only to accredited investors.

05/07/2012 - The JOBS Act: The New “Crowdfunding” Exemption
One of the most innovative and exciting sections of the new Jumpstart Our Business Startups Act (the “JOBS Act”) creates a new “crowdfunding” exemption from state and federal securities law registration.

05/01/2012 - Development Opportunities in the Cloud
Haynes and Boone is proud to have participated in "Development Opportunities in the Cloud," presented by the Metroplex Technology Business Council (MTBC) on April 19, 2012.

04/19/2012 - M&A in the Cloud
What Does M&A Activity Look Like in the Cloud?

04/16/2012 - The JOBS Act: Significant Changes for Raising Private Capital
The new Jumpstart Our Business Startups Act (the “JOBS Act”), signed into law on April 5, 2012, contains a number of substantial revisions to U.S. securities laws that will affect the manner in which businesses may obtain private financing, including (among other things) removing the restriction on general solicitation and advertising when selling securities in a “private placement” (the sale of a company’s securities in a transaction that is exempt from federal registration requirements).

04/05/2012 - An Overview of the New JOBS Act
On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act contains a number of provisions designed to assist small businesses and growing companies in obtaining capital, including modifying restrictions on making general solicitations when making a private offering, creating a new exemption from registration for “crowdfunding,” relaxing certain requirements for initial public offerings, and increasing the number of shareholders a company is permitted to have before it must register with the Securities and Exchange Commission (the “SEC”).

02/01/2010 - Coming to Terms
You've found an investor who's willing to make a substantial investment in your biotech company—that's great news. But after the handshake, the next thing is to negotiate the term sheet outlining the structure of the transaction to ensure a true meeting of the minds.

06/11/2009 - The Benefits of Shutting Down a Corporation
Law360, New York (June 11, 2009) -- In the past several years, we have had the sad experience of being legal counsel for several failing high-tech companies. In many cases, our clients were victims of a tough economy, a difficult environment for raising equity or investors who simply gave up on the company. Each of these clients shut their doors and ceased doing business.
Reprinted by permission from Law360.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

03/01/2006 - IPO ALERT: Accessing the Capital Markets
Small-cap and mid-cap companies now face sharply increased costs for being publicly traded (due in part to the Sarbanes-Oxley Act) and substantially less following by research analysts on Wall Street. As a result, the prospects for IPOs by small and companies are currently bleak.

01/31/2003 - 24 - SEC Adopts New Rules on Auditor Independence
On January 28, 2003, the SEC published additional rules regarding the independence of accounting firms that audit the financial statements of public companies. These rules are a result of the Sarbanes-Oxley Act of 2002 (the “Act”) and were adopted by the SEC in accordance with Section 208(a) of the Act, although certain aspects of the rules expand upon the auditor independence provisions of the Act.

01/28/2003 - SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts

01/24/2003 - SEC Adopts Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K

01/24/2003 - SEC Adopts Code of Ethics Disclosure Rules

12/04/2002 - SEC Proposes Rules to Federalize Professional Conduct for Lawyers Practicing Before the SEC

11/01/2002 - SEC Proposes Rules on Internal Controls, Ethics Codes and Financial Experts on Audit Committees

09/18/2002 - NYSE Submits Changes to Corporate Accountability and Listing Standards to SEC for Approval

09/10/2002 - SEC Issues Final Rules On Accelerated Filing Deadlines for Certain Public Companies

09/04/2002 - SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports

08/30/2002 - Sarbanes-Oxley Prohibition on Loans to Executives May Conflict with Compensation Practices

08/30/2002 - Sarbanes-Oxley Act of 2002: SEC Adopts Amendments to Accelerate Section 16 Filings

08/14/2002 - Sarbanes-Oxley Act of 2002: Important Changes to Insider Reporting Deadlines under Section 16

08/09/2002 - Sarbanes-Oxley Act of 2002: Suggestions for Compliance