David Eaton is highly experienced in securities offerings and capital markets transactions, mergers and acquisitions, and advising public companies and their directors and officers on securities regulatory, corporate governance, stock market, and fiduciary issues.

Mr. Eaton has served as issuer’s counsel in many billions of dollars of equity and debt security offerings during his career, and has extensive experience in representing companies issuing stock, bonds and other securities in capital-raising and other transactions. His knowledge encompasses a wide variety of offering methods, security types and transaction structures, including: SEC-registered initial and follow-on public offerings, Rule 144A and traditional private placements; common stock, secured and unsecured corporate bonds, trust preferred or “capital” securities and other instruments; and “shelf” registrations, “at-the-market” equity offerings, balance sheet liability management transactions such as tender and exchange offers and other transactions. He also has a significant background in representing public and private buyers and sellers in mergers and acquisitions.

Complementing his transactional practice, Mr. Eaton is a regular counselor to companies of all sizes and across industries on the corporate and securities law aspects of being a public company. He routinely advises and assists boards and management in areas such as: corporate governance and fiduciary duties; SEC reporting and public disclosure; insider trading, Rule 144 and Section 16 compliance; proxy statements; stock market listing standard compliance; Sarbanes-Oxley matters; and the securities law aspects of executive and employee compensation and benefits.

Mr. Eaton has been named as one of The Best Lawyers in America® in the area of Securities and Capital Markets Law, and has been recommended by Legal 500 US for Capital Markets–Debt Offerings. He has also been named in the "Big Deals" column of the American Lawyer and as a top "Dealmaker" by the Atlanta Business Chronicle. In addition, he has been recognized as a Georgia "Super Lawyer" in the areas of Securities & Corporate Finance, Mergers & Acquisitions and Business/Corporate by SuperLawyers magazine. In 2013, Mr. Eaton was recognized by Georgia Trend magazine as a 'Legal Elite' in the area of corporate bonds. He is a frequent speaker on securities law topics.

Education

  • Emory University School of Law, J.D. (1995)

    with honors

  • Trinity University, B.A., English and Political Science (1992)

Bar Admissions

  • Georgia (1998)
  • New York (1996)

Clerkships

  • U.S. District Court for the Northern District of New York — Honorable Howard G. Munson

Who We Are

What fully engaged means to me:

Delivering the highest quality, state-of-the-art legal advice and representation, and also ensuring that the advice is communicated clearly, delivered on a timely basis and, importantly, informed by practical considerations, including a deep understanding of the client's business and needs.

Suite 2800, 1100 Peachtree Street NE
Atlanta, GA, 30309-4528
USA
t +1 404.815.6051
f +1 404.541.3188
1080 Marsh Road
Menlo Park, CA, 94025
USA
t +1 650.462.5329

David M. Eaton

Experience Highlights

"At-the-market" public offering of common stock for Delta Air Lines
Represented Delta Air Lines in connection with its $196 million registered "at-the-market" offering of common stock. more
Securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM
Served as securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM. more
Financings for Delta Air Lines
Advised Delta Air Lines as issuer’s counsel in a series of debt security financings totaling $3.5 billion since September 2009, including: $750 more
$300 million corporate bond offering for AGL Resources Inc.
Represented AGL Resources Inc. in its SEC-registered public offering of $300 million principal amount of 5.25% senior notes due 2019. The offering more