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- Dave Broadwin
Dave heads the Emerging Enterprise Center. His practice focuses on representation of technology companies from start up to exit. Dave also handles venture financings, merger and acquisition transactions, public offerings, private placements, PIPE transactions and executive employment contracts. Dave is a Partner at Foley Hoag and a member of the Executive Committee.
Practice Areas
- Venture Capital & Emerging Companies
- Corporate Finance & Securities
- Mergers & Acquisitions
- Business
- Life Sciences, Securities
Professional Associations
- Boston Bar Association, Member
Education
- Yale Law School, J.D., Editor, Yale Law Journal
- University of Chicago, M.A.
- New York University, B.A.
Bar Admissions
- Massachusetts
Publications
Books:
- Negotiating and Documenting Business Acquisitions - ALI-ABA (1997)
- Editor, Buying and Selling Closely-Held Businesses - MCLE (1997)
Articles:
- Rev up exits by revising tax treatment of net operating losses, Venture Capital Journal (December 2008)
- An Introduction To Antidilution Provisions (Part 1), The Practical Lawyer (June 2004)
- An Introduction to Antidilution Provisions (Part 2), The Practical Lawyer (August 2004)
- Exits – Mergers & Acquisitions and IPOs
An "exit" in the form of an IPO or a Merger or Acquisition is often the culmination of an entrepreneur’s efforts. We have experience, knowledge and talent necessary to guide our clients through these highly complex, difficult and intense transactions. We have extensive experience representing sellers and buyers of businesses as well as companies going public or that already are public.
For a comprehensive account of Dave's professional experience visit the Foley Hoag Web site.
Links of Interest
Posts By This Author
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Firing someone: If you are successful, at some point you are going to have to do it.
October 24, 2012 -
Dealing with Preferences
September 07, 2012 -
Redemption and Misunderstanding
August 12, 2012 -
Options: What your board members want to know and how not to keep employees waiting for options
August 02, 2012 -
Compensation at Startups
July 02, 2012 -
409A Déjà vu all over again
June 19, 2012 -
Founder Vesting
June 05, 2012 -
New York and New England Q1 Venture Statistics -- a quick preview
May 23, 2012 -
Advice about Advisory Boards
April 29, 2012 -
Of Froth and Bubbles
April 07, 2012 -
Just how entrepreneur friendly is New York?
April 03, 2012 -
The case for an early exit: Average price increases between rounds
March 26, 2012 -
Net Neutrality - The SEC Finally Comes Around
March 19, 2012 -
Heads or tails: Does it make sense to bet on down rounds?
March 07, 2012 -
Confidentiality and Nondisclosure Agreements -- Odd and Different are Peculiar
February 08, 2012 -
SOPA and Quora
January 15, 2012 -
409A Option Pricing Redux
January 09, 2012 -
What's in a name: thoughts on domain names and corporate names
September 30, 2011 -
Q1 venture activity levels and what will Q2 show?
August 07, 2011 -
Content with Content? Some thoughts on blogs and a term sheet.
May 09, 2011 -
Good Seed; Bad Seed (Preferred that is)
April 25, 2011 -
A challenge for Fred Wilson and other Investors
April 01, 2011 -
Fred Wilson's challenge: $5K to raise $1mm
March 28, 2011 -
It is a drag to think about drag-along provisions, but maybe you should
March 17, 2011 -
Don't Move to the Valley Yet - Quarterly Review of Venture Deals in New England and Silicon Valley
March 11, 2011 -
My God even lawyers are doing it
February 02, 2011 -
Consumer Privacy, Data Protection: Informed Consent and Consumer Choice
January 27, 2011 -
Whatever you do, don't innovate: The FTC distinction between what first and third party marketing activities
January 21, 2011 -
More on Do-Not-Track
January 18, 2011 -
What are FIPPs and Voluntary Codes of Conduct and where is the rub?
January 11, 2011 -
Consumer Protection: What's up at the FTC and Commerce Department?
January 10, 2011 -
Do Not Track: what it is and what it isn't
January 05, 2011 -
A view of next year: Cold but with a chance of fun
December 31, 2010 -
A blinding flash of the obvious and what the Feds should do about protecting consumer privacy
December 28, 2010 -
"Creepy" is the new "cool" and how to make sure it stays that way
December 14, 2010 -
Start-ups and the FTC Proposed Framework for Protecting Privacy
December 10, 2010 -
FTC Proposes Privacy Framework That Will Impact the Business Model of All Online and Mobile Advertising Companies
December 06, 2010 -
Privacy on the web and common sense about where we are going
December 03, 2010 -
Returns to entrepreneurs and closing the value gap between common and preferred
December 02, 2010 -
Have new ad based business models gone too far?
November 26, 2010 -
Fishing for Capital: Quarterly review of investment conditions
November 22, 2010 -
Preferences should be balanced with less upside
November 17, 2010 -
What happens in Vegas no longer stays in Vegas
November 10, 2010 -
More on On-line Privacy
November 08, 2010 -
How odd and why isn't privacy regulation a right wing issue too?
November 02, 2010 -
Lawyers and Clients: But you tell me which is which?
October 31, 2010 -
Quality and Quantity in Privacy Disclosures
October 29, 2010 -
Founder Agreements and Social Network
October 27, 2010 -
Options: How long a period for vesting
October 19, 2010 -
Paid Prioritization and Regulating Net Neutrality
October 15, 2010 -
More on Privacy and Flash Cookies
October 13, 2010 -
comScore Data Mine has some nice nuggets
October 11, 2010 -
Supply, Demand, Savvy and Priced VS Unpriced Seed Rounds
October 07, 2010 -
Have cookies gone too far?
October 04, 2010 -
Ya Gotta Love the Law: California Noncompetes and Nevada Fair Use
September 28, 2010 -
EchoMetrix Settles an Internet Privacy Case: What does that have to do with Metcalf's Law?
September 17, 2010 -
Strap on your seatbelts and put away your tray tables: It looks like there might be some turbulence coming up on the world of VC financing.
September 15, 2010 -
What do Steve Blank and T.S. Eliot have in common?
September 13, 2010 -
Blogging: Why do it?
September 01, 2010 -
Not enough investment in IT?
August 30, 2010 -
New Look
August 23, 2010 -
Customer Development 40 Years in the Desert?
August 20, 2010 -
More on the Angel vs VC Seed Debate
August 18, 2010 -
Net Neutrality
August 13, 2010 -
ADA and Accessibility to Broadband Services
August 11, 2010 -
The seed debate rages on
August 04, 2010 -
Metcalfe's Law and a Memorandum of Understanding between the FCC and the FDA
August 02, 2010 -
Coming Seed Crash - But is it Bad
July 26, 2010 -
Jeff Bussgang on Apple "Jumping the Shark"
July 20, 2010 -
National Broadband Plan: Unleashing Innovation in Smart Homes and Buildings
July 16, 2010 -
Fail fast or fail too fast? A judgment call
July 12, 2010 -
Broadband Plan Stalemate
July 09, 2010 -
The National Broadband Plan needs a new name
July 08, 2010 -
Sales are like air, you can't live without them
July 06, 2010 -
Online Identity and The National Broadband Plan
June 30, 2010 -
The Superseed Debate and New Fund Structures
June 28, 2010 -
Broadband, Healthcare and the Cloud
June 25, 2010 -
The National Broadband Plan
June 23, 2010 -
What will get funded?
June 15, 2010 -
Seed Notes and Bad Signals
June 07, 2010 -
The Time Value of Vesting Options
June 01, 2010 -
Lawyers: The Complaints Abound
May 28, 2010 -
Is the Venture Economy Back or Do We Just Think So?
May 26, 2010 -
Unforeseen Consequences
May 24, 2010 -
The numbers are here
May 21, 2010 -
Conflicts and Legal Representation
May 19, 2010 -
Valuation and Negotiation
May 17, 2010 -
VC seed money and monogamy
May 12, 2010 -
Founder Agreements Redux
May 10, 2010 -
Thinking about selling securities? Consider this.
May 03, 2010 -
May 2010 Issue
May 01, 2010 -
More on whether the facts matter
April 30, 2010 -
Acquisitions vs. Sales
April 26, 2010 -
Analytics is the Kick from the Comments?
April 21, 2010 -
Venture Hacks on Presentation Skills
April 19, 2010 -
Legislating Noncompetes Away Won't Make a Difference
April 14, 2010 -
Old Fields New Corn: The Harvard Business School Business Plan Competition
April 12, 2010 -
East coast versus west coast a distinction without much difference
April 09, 2010 -
The Ghost in the Machine and Peak Oil
April 07, 2010 -
End of fund problems
April 05, 2010 -
Term Sheets: Six to One - Half a Dozen to the Other (Part 2)
April 02, 2010 -
Mass TLC annual meeting and Mandel's insight into the looming recovery
March 31, 2010 -
Term Sheets: Six to One - Half a Dozen to the Other (Part 1)
March 31, 2010 -
Time to exit
March 29, 2010 -
Senator Dodd and the Accredited Investor
March 27, 2010 -
Security in the Cloud
March 25, 2010 -
Do the facts matter when you negotiate over VC financing?
March 24, 2010 -
Investors in Materials Technologies
March 23, 2010 -
Form documents for seed investments
March 22, 2010 -
VC terms not seen : Maybe there is something new under the sun
March 19, 2010 -
MIT $100K Competition Kick-off Dinner
March 18, 2010 -
Fiduciary Duties of Directors and Rights of Preferred Stockholders
March 17, 2010 -
Cleantech's Investment Dilema
March 15, 2010 -
Antidilution Nuances to Ignore
March 12, 2010 -
Founder Agreements -- COD
March 08, 2010 -
Forms for angel and seed investments
March 04, 2010 -
Broken Venture Model
March 03, 2010 -
Litigation: The Sport of Kings not Startups
March 02, 2010 -
Grand Visions and the VC Model
February 26, 2010 -
Fair and Not Fair in Deal Terms
February 15, 2010 -
VCMike's Blog
February 12, 2010 -
Startable
February 12, 2010 -
AVC
February 12, 2010 -
Rands in Repose
February 12, 2010 -
Don Dodge On the Next Big Thing
February 12, 2010 -
OnStartups
February 12, 2010 -
Ask The VC
February 12, 2010 -
Steve Blank
February 12, 2010 -
HighContrast
February 12, 2010 -
The Fein Line
February 12, 2010 -
Marc Theerman
February 12, 2010 -
NVCA Forms Project
February 12, 2010 -
Venture Hacks
February 10, 2010 -
Hiring an Attorney
February 10, 2010 -
Measuring the effect of social media
February 08, 2010 -
The Options for Options
February 04, 2010 -
Peak Oil
February 03, 2010 -
Google Goals
February 01, 2010 -
Wealth of Nations
January 29, 2010 -
Prediction for 2010
January 27, 2010 -
Quattro and Apple
January 26, 2010 -
Venture investment activity
January 25, 2010 -
Three words
January 24, 2010 -
More on cumulative dividends
January 15, 2010 -
Dividends pay dividends - or do they?
January 13, 2010 -
Getting Real
January 11, 2010 -
Contracts cure and prevention
January 08, 2010 -
Limited liability company or "C" corp?
January 05, 2010 -
Transaction Costs
December 23, 2009 -
Seed and Angel Investor Notes
December 21, 2009 -
VC Fundraising - 2010 will be a telling year
December 16, 2009 -
East Coast versus West Coast
December 14, 2009 -
Dubai: Shock and Surprise
December 01, 2009 -
The importance of being "accredited"
November 30, 2009 -
Board Composition
November 23, 2009 -
Industry numbers
November 20, 2009 -
More on winding up a business
November 18, 2009 -
More on Adoption Rates
November 17, 2009 -
Startup Tools from Fastignite
November 16, 2009 -
How many shares should you authorize when founding a company?
November 13, 2009 -
Overwhelmed by the Greatest Invention
November 11, 2009 -
NVCA forms Adoption Rate
November 10, 2009 -
Par Value: How much time should you spend on it?
November 09, 2009 -
Delaware Franchise Tax
November 04, 2009 -
Excuses
November 03, 2009 -
Third Quarter Results
November 02, 2009 -
Foreign nationals in a nonimmigrant status and start-ups
October 29, 2009 -
Incorporation Services
October 26, 2009 -
Optimistic Signs?
October 02, 2009 -
Spoliation
September 30, 2009 -
Twitter and A123
September 28, 2009 -
General Public License & start-ups
September 25, 2009 -
Twitter and who to follow
September 23, 2009 -
Listen to your customer
September 22, 2009 -
Cloud Computing Event
September 21, 2009 -
Rands in Repose
September 20, 2009 -
More on the state of exits
September 09, 2009 -
And more on the state of the venture economy
September 08, 2009 -
Sometimes small details can create big headaches
September 04, 2009 -
More on the state of the VC industry
September 02, 2009 -
Options and more options
August 31, 2009 -
83(b) Elections
August 21, 2009 -
Dating Stock Certificates
August 19, 2009 -
Creative Capital
August 17, 2009 -
Legal terms that have no practicable application
August 14, 2009 -
How much to discount a convertible angel note
August 12, 2009 -
VentureFizz
August 10, 2009 -
Angel Notes
August 06, 2009 -
More on Noncompete Agreements
August 03, 2009 -
Khosla Comments
July 31, 2009 -
IPOs and the Venture Model
July 29, 2009 -
Aligning interests
July 27, 2009 -
What about preference with a capped participation?
July 22, 2009 -
Good Questions
July 20, 2009 -
Reverse Vesting and S Corporations
July 17, 2009 -
Noncompetition Agreements
July 15, 2009 -
Monetizing Social Networking Sites
July 08, 2009 -
No Exit
July 06, 2009 -
Some interesting numbers
July 03, 2009 -
Unemployment numbers
July 01, 2009 -
More on SEC bias favoring the big players
June 29, 2009 -
IPOs of venture backed companies in 2009
June 26, 2009 -
The future of venture capital and you could be waiting a while
June 24, 2009 -
Misdirected email; record retention, Selling your business and TS Eliot
June 22, 2009 -
Dividends
June 19, 2009 -
All Hail Morty
June 17, 2009 -
More thoughts on understanding what is market
June 15, 2009 -
Fein Line Post
June 12, 2009 -
Still more on what is standard
June 11, 2009 -
What's market?
June 10, 2009 -
Following up on standards and forms
June 08, 2009 -
Negotiating and dealing with bullies
June 05, 2009 -
Negotiating and a good reason
June 03, 2009 -
What is and what is not standard
June 01, 2009 -
More on slavish devotion to legal forms
May 29, 2009 -
Legal forms and unintended consequences
May 27, 2009 -
Steve Jobs and the VC model
May 26, 2009 -
If you can't get what you want at least get what you need
May 22, 2009 -
There is no resisting the urge to write something about Twitter
May 20, 2009 -
The swing of the pendulum and the future of clean and green
May 18, 2009 -
Been down so long it looks like up to me
May 15, 2009 -
Been down so long it looks like up to me
May 14, 2009 -
Angel Investments: Convertible Notes versus Preferred Stock
May 13, 2009 -
IPOs are coming -- or so I am told
May 11, 2009 -
Entrepreneurs just keep on coming
May 08, 2009 -
Personal liability of directors under Delaware law
May 06, 2009 -
Understanding Venture Capital in China
May 04, 2009 -
April bringing signs of life?
May 01, 2009 -
Under the Radar Cloud Computing Conference
April 29, 2009 -
Par Value - what is it and why?
April 27, 2009 -
Salary deferrals have bad consequences
April 24, 2009 -
At least $250 million available for innovative broadband technologies and services to promote sustainable adoption
April 22, 2009 -
Clear sky for cloud computing
April 20, 2009 -
Option and percents
April 17, 2009 -
What happens to a noncompete when the company shuts its doors?
April 15, 2009 -
Ritual Wringing of Hands
April 13, 2009 -
What the SEC really does matters
April 10, 2009 -
HBS Business Plan Competition - back to basics?
April 08, 2009 -
New England & The Broadband Recovery Act
April 06, 2009 -
Converting from an LLC to a "C" Corp.
April 03, 2009 -
Silver lining
April 02, 2009 -
Venture Capital Returns
March 30, 2009 -
If you are a loser, should you pay?
March 27, 2009 -
Option repricing
March 25, 2009 -
Good housekeeping -- keep your legal house in order
March 25, 2009 -
ASAP, ASAP!, and ASAP!! - A lawyer's discoveries in management land
March 23, 2009 -
The End of Doom and Gloom
March 20, 2009 -
Options and 409A -- Sometimes the law is an ass
March 20, 2009 -
There is no excuse for not having fun
March 18, 2009 -
How to incorporate: "C" "S" or LLC?
March 16, 2009 -
More second order effects of the recession
March 11, 2009 -
Second order effects of the recession
March 10, 2009 -
When to shut down personal liability
March 09, 2009 -
What are you seeing?
March 06, 2009 -
What would you do?
March 04, 2009 -
There must be millions of NDAs out there, so go figure...
March 02, 2009 -
You've got an argument
February 26, 2009 -
Art and Business
February 24, 2009 -
Two Topics: Activity and Antidilution
February 23, 2009 -
Even More on Noncompete Agreements
February 19, 2009 -
Noncompetition Agreements - It doesn't matter what you think of them.
February 17, 2009 -
Where to Incorporate
February 16, 2009 -
The Trouble with Options
February 12, 2009 -
When to Incorporate
February 11, 2009 -
Why Incorporate
February 09, 2009 -
Traction - The "T" Word
February 05, 2009 -
What's Next in Social Media
February 04, 2009 -
Every Dark Cloud has some Silver Somewhere in its Lining
February 03, 2009 -
IPO Watch
February 02, 2009 -
Yet More on Restricted Stock
January 28, 2009 -
Email and Document Retention
January 27, 2009 -
More Pitch Tips
January 23, 2009 -
More Deal Numbers
January 20, 2009 -
Multiple X Preferences
January 20, 2009 -
2009 Venture Funding Outlook
January 13, 2009 -
Email is Forever
January 09, 2009 -
Full Ratchet Antidilution
January 08, 2009 -
Madoff and the SEC
January 06, 2009 -
Weighted Average Antidilution
January 05, 2009 -
No Exits -- How to Make Exits
January 02, 2009 -
Dilution -- Financial and Ownership
December 30, 2008 -
What's in a Name?
December 26, 2008 -
More on Restricted Stock and 83(b)
December 15, 2008 -
Terms in Down Times
December 08, 2008 -
Angel Financing Thoughts
December 03, 2008 -
When You Find Yourself in a Workout Situation
December 01, 2008 -
Personal Liability
November 28, 2008 -
Surviving the downturn
November 24, 2008 -
TheFunded.com tips on Pitches
November 21, 2008 -
The Turnarounds are Coming
November 21, 2008 -
Startable's Tips on Pitches
November 18, 2008 -
More on Funding and M&A and IPO Exits
November 17, 2008 -
Funding and Exits
November 14, 2008 -
Further to Money on the Sidelines
November 10, 2008 -
CEO Breakfast with Don Bulens
November 06, 2008 -
East versus West
November 04, 2008 -
Congratulations to Viridity Software
October 31, 2008 -
Liability of Officers and Directors
October 27, 2008 -
SEC
October 24, 2008 -
NVCA
October 24, 2008 -
TechCrunch
October 24, 2008 -
GigaOm
October 24, 2008 -
Congratulations to Advanced Electron Beams
October 24, 2008 -
IPO and M&A Exits
October 24, 2008 -
Due Diligence from the VC Side
October 23, 2008 -
More on the Next Hot Thing
October 22, 2008 -
New Report on 2008 Second Quarter Series A Transactions in New England
October 22, 2008 -
Advisory Board Options
October 21, 2008 -
More on Pitches
October 21, 2008 -
The Next Hot Thing
October 18, 2008 -
Exits and the Financial Crisis
October 14, 2008 -
Restricted Stock versus Options
October 09, 2008 -
Money on the Sidelines
October 07, 2008 -
Angel Groups
September 15, 2008 -
Making a Pitch
September 09, 2008 -
Knowing Current Market Terms for Venture Investments
September 05, 2008