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David Engvall advises public companies on a wide range of securities, capital markets, corporate governance and related matters. In the capital markets area, he has handled a range of transactions, including registered and unregistered offerings of common and preferred stock, investment grade and high yield debt securities, convertible securities, and trust units. He advises companies in a number of industries, with emphasis in the oil and gas, financial institutions, and telecommunications industries. Mr. Engvall’s transactional experience also includes spin-offs and split-offs, equity and debt tender offers, and M&A transactions.
Mr. Engvall advises public company clients on a wide variety of disclosure and SEC compliance matters. He also has experience advising on financial institution regulatory matters. In recent years, Mr. Engvall has been actively engaged in advising clients on a number of securities law provisions under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including executive compensation, corporate governance, and specialized disclosures such as those pertaining to conflict minerals.
- Synchrony Financial (GE Capital’s North American retail finance business) in connection with its approximately $2.95 billion initial public offering and related offerings of senior notes, and Federal Reserve Board approval as a standalone savings and loan holding company.
- A public media technology company in a $125 million offering of convertible notes.
- SandRidge Energy, Inc., an oil and natural gas exploration and production company, in a series of capital markets transactions raising approximately $5.5 billion of equity and debt capital.
- For SandRidge, initial public offerings of three oil and gas royalty trusts generating approximately $1.5 billion of proceeds in the aggregate.
- A public biotechnology company on a range of matters including equity and debt financings, a joint venture, and corporate governance matters.
- Subsidiaries of Calpine Corporation in several highly structured debt offerings aggregating approximately $2.3 billion.
- A development stage satellite company in several equity financings aggregating several hundred million dollars.
- LIN Television Corporation in its issuance of $200 million of senior notes.
- Freddie Mac’s tender offer for all outstanding shares of preferred stock issued by two REIT subsidiaries.
- Spin-off of, and concurrent $200 million equity investment into, a start-up wireless telecom company.
- Radio One, Inc. in its issuance of $200 million of senior subordinated notes.
- Tronox Worldwide LLC in its issuance of $350 million of senior notes.
- WCI Communities’ acquisition of Renaissance Housing.
Previous Experience
- Motient Corporation, Senior Vice President and General Counsel and other positions (1999-2003)
- U.S. Office Products Company, Company Counsel (1996-1999)
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 20, 2020, Covington Alert
March 2020
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
November 11, 2019, Covington Alert
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed two rule amendments as part of its ongoing effort to modernize and improve the proxy voting system. The SEC proposed amendments to its rules governing proxy solicitations to clarify the application of such rules to proxy advisory firms making voting recommendations and to impose new ...
October 8, 2019, Covington Alert
A pharmaceutical company, Mylan, N.V., recently paid $30 million to settle an SEC enforcement action alleging multiple disclosure failures arising from an investigation by the Department of Justice.
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
January 7, 2019, Covington Alert
On December 18, 2018, the Securities and Exchange Commission (the “SEC”) announced that it had adopted final rules1 implementing a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring public companies to make certain disclosures regarding their hedging policies and practices.
October 25, 2018, Covington Alert
On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...
October 10, 2018, Covington Alert
As described in our earlier alert, in August the Securities and Exchange Commission (the “Commission”) adopted amendments to its disclosure rules to eliminate requirements it deemed “redundant, duplicative, overlapping, outdated, or superseded” (the “Amendments”) based, in part, on other Commission rules and generally accepted accounting principles in the United ...
October 3, 2018, Covington Alert
On September 30, 2018, California Governor Jerry Brown signed Senate Bill 826 into law making California the first state to require corporations to include women on their boards of directors.
SEC Becoming More User-Friendly With Disclosure Trims
September 5, 2018, Law360
David Engvall is quoted in Law360 regarding the SEC’s decision to move forward with several measures to simplify disclosure requirements, most of which could create a more issuer-friendly regulatory environment. Mr. Engvall says, “It’s definitely progress and it’s helpful. But it’s not going to really significantly affect any company’s overall disclosure costs.”
August 29, 2018, Covington Alert
The Securities and Exchange Commission (the Commission) recently adopted amendments to its disclosure rules to eliminate requirements that it deems “redundant, duplicative, overlapping, outdated, or superseded” based, in part, on other Commission rules and generally accepted accounting principles in the United States (U.S. GAAP).
March 1, 2018, Covington Alert
On February 21, 2018, the U.S. Securities and Exchange Commission (the “Commission”) approved a statement and interpretive guidance that provides the Commission’s views on a public company’s disclosure obligations concerning cybersecurity risks and incidents (the “2018 Commission Guidance”).
January/February 2018, The Corporate Governance Advisor
January/February 2018, The Corporate Governance Advisor
December 28, 2017, Covington Alert
On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). On the same day, the staff of the SEC’s Office of the Chief Accountant and Division of Corporation Finance (the “Staff”) issued guidance regarding the 2017 Tax Act in Staff Accounting Bulletin No. 118 (“SAB 118”),1 which addresses certain financial statement ...
November 7, 2017, Covington Alert
On November 1, 2017, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Staff Legal Bulletin No. 14I (“SLB 14I”), which includes important new guidance regarding the Staff’s administration of the SEC’s shareholder proposal rule.
September 26, 2017, Covington Alert
On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...
July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our ...
May 2, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act (“CHOICE Act 2.0”), its comprehensive regulatory reform bill aimed at revising or repealing many features of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee released the first ...
April 17, 2017, Covington Alert
On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item ...
April 11, 2017, Covington Alert
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by ...
March 28, 2017, Covington Alert
On March 16, 2017, following a lengthy legislative process, the European Parliament approved a final regulation implementing a new due diligence and reporting regime for “conflict minerals” (i.e., tin, tantalum and tungsten, their ores, and gold) imported in the EU. The regulation will enter into force 20 days after formal approval by the Council of Ministers ...
December 6, 2016, Covington Alert
In late October, the U.S. Securities and Exchange Commission (SEC) proposed long-awaited changes to the proxy rules that would require parties in a contested election of directors to distribute universal proxy cards, i.e., a proxy card that includes director candidates nominated by a company’s management as well as those nominated by a shareholder. Under current ...
September 2016, The Banking Law Journal
June 28, 2016, Covington Alert
The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not ...
June 27, 2016, Covington Alert
In a so called “trilogue” meeting on June 16, the European Parliament, the Council of Ministers, and the European Commission reached a “political” agreement on the key elements of a regulation that would implement a due diligence and reporting regime for conflict minerals imported in the EU.
April 27, 2016, Covington Alert
In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue ...
May 3, 2015, Inside Compensation
By David Engvall, Reid Hooper, Keir Gumbs, and David Martin On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed a new rule that would require public companies to provide new disclosures annually regarding the relationship, over a five-year period, between executive compensation actually paid and a measure of financial performance of ...
November 5, 2014, Covington E-Alert
August 18, 2014
WASHINGTON, DC, August 18, 2014 — Best Lawyers named Covington & Burling’s Stuart Eizenstat and Gregg Levy each a 2015 “Lawyer of the Year” in international trade and sports law, respectively, citing their “abilities, professionalism and integrity.” Overall, Covington lawyers received 217 individual mentions in 58 areas of law in the newly released annual survey ...
April 15, 2014, Covington Advisory
March 11, 2014, Covington E-Alert
January 31, 2014, Covington Advisory
September 19, 2013, Inside Compensation
On September 18, 2013, the Securities and Exchange Commission (“SEC”) proposed a rule that would require most public companies to disclose, annually, the ratio of the median of the annual total compensation of all of the company’s employees to the annual total compensation of the company’s principal executive officer. This rule is mandated by Section...… ...
July 17, 2013, Covington Advisory
July 3, 2013, Covington Advisory
March 4, 2013, Covington E-Alert
January 18, 2013, Inside Compensation
The Securities and Exchange Commission (SEC) recently approved changes to the listing standards of the New York Stock Exchange (NYSE) and NASDAQ relating to the independence of compensation committee members and the responsibilities of compensation committees when selecting compensation consultants, legal counsel, and other advisers. The final listing standards ...
January 18, 2013, Covington Advisory
2013, Journal of Investment Compliance
December 19, 2012
WASHINGTON, DC, December 19, 2012 — SandRidge Energy, Inc. today announced that it has signed a definitive agreement to sell Permian Basin properties to Sheridan Production, a private operator, for $2.6 billion in cash. Covington & Burling, along with Texas-based Locke Lord, advised SandRidge on the transaction. SandRidge will use the proceeds to reduce debt ...
November 20, 2012, Inside Compensation
Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season. The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here. Key updates from both proxy advisors relating to executive compensation and compensation-related matters are ...
October 8, 2012, Inside Compensation
The New York Stock Exchange (NYSE) and Nasdaq recently filed proposals with the SEC setting forth standards to determine the independence of (a) a member of a compensation committee, and (b) a compensation consultant, legal counsel, or other advisor to a compensation committee. The exchanges’ proposals generally follow Rule 10C-1, which the SEC adopted in...… ...
August 27, 2012
WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...
August 7, 2012
WASHINGTON, DC, August 7, 2012 — Covington & Burling advised SandRidge Energy, Inc. on a $1.1 billion offering of two series of senior notes, marking SandRidge's largest capital markets transaction to date. The offering was comprised of $825 million of 7.5 percent senior notes due 2023 and $275 million of 7.5 percent senior notes due 2021. The proceeds of the ...
Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
June 25, 2012, Covington Advisory
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
June 4, 2012
NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...
Covington Advises SandRidge on Royalty Trust IPO
April 24, 2012
WASHINGTON, DC, April 24, 2012 — SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of ...
Covington Advises SandRidge in $1.275 Billion Acquisition of Dynamic Offshore Resources and Related Financing
February 1, 2012
New York, February 1, 2012 — Covington & Burling advised SandRidge Energy, Inc. on its announced acquisition of Dynamic Offshore Resources, LLC for $1.275 billion in cash and stock. Under the agreement, SandRidge will pay about $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. Covington also advised ...
Covington Advises SandRidge on Royalty Trust Offering
August 16, 2011
WASHINGTON, DC, August 16, 2011 — SandRidge Permian Trust recently announced the closing of its initial public offering of 34.5 million common units of beneficial interest at a price of $18 per unit. Net proceeds of the offering, before expenses, were approximately $584 million. The common units sold in the offering represent a 66 percent beneficial interest ...
June 9, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 92 individual mentions and 32 practice mentions in the Legal 500 US 2011 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
April 13, 2011
WASHINGTON, DC, April 13, 2011 — SandRidge Mississippian Trust I has announced the closing of its public offering of 17.25 million common units of beneficial interest, at a price per unit of $21.00. The 17.25 million units represent an approximately 62 percent beneficial interest in the Trust. Covington & Burling LLP served as counsel to SandRidge Energy, Inc. ...
March 7, 2011, Covington Advisory
November 10, 2010
WASHINGTON, DC, November 10, 2010 — SandRidge Energy, Inc. has announced a private offering, which closed today, of 2.5 million shares of its 7.0% convertible perpetual preferred stock for net proceeds of approximately $242 million. The company has also granted an option to the initial purchasers to purchase an additional 500,000 shares, or $50 million, of the ...
July 22, 2010, Covington Advisory
July 21, 2010, Covington Advisory
July 21, 2010, Covington Advisory
Covington Advises SandRidge Energy on Closing of Merger with Arena Resources, Creating a $6.2 Billion Company
July 20, 2010
NEW YORK, July 20, 2010 — SandRidge Energy, Inc. has completed its acquisition of Arena Resources, Inc., creating a combined company with an enterprise value of approximately $6.2 billion. Covington & Burling LLP advised SandRidge Energy on the transaction. The merger closed on July 16 following special meetings of the stockholders of each company. The ...
June 24, 2010, Covington E-Alert
May 24, 2010, Covington E-Alert
Financial Regulatory Reform Legislation - Registration of Advisers to Private Investment Funds
May 24, 2010, Covington E-Alert
April 12, 2010
WASHINGTON, DC, April 12, 2010 — LIN TV Corp., a local television and multimedia company, has announced the private placement by its wholly owned subsidiary, LIN Television Corporation, of $200 million of its 8 3/8% Senior Notes due 2018 (the “Notes”). Net proceeds from the sale of the Notes are expected to be used to repay outstanding amounts under LIN ...
Scott Smith Named Am Law’s ‘Dealmaker of the Week’
April 12, 2010
NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...
March 19, 2010, Covington E-Alert
March 12, 2010, Covington E-Alert
January 5, 2010, Covington Advisory
December 16, 2009
WASHINGTON, DC, December 16, 2009 — SandRidge Energy, Inc. has announced the pricing of its private placement of $450 million of 8 3/4% Senior Notes due in 2020. Covington & Burling LLP advised SandRidge on the transaction, as well as the recently announced sales of the company’s preferred and common stock. SandRidge Energy is a natural gas and crude oil ...
12/2/2009
WASHINGTON, DC, December 2, 2009 — SandRidge Energy, Inc. has announced that it is selling shares of its preferred and common stock in connection with the planned acquisition of Forest Oil Corporation’s oil and gas properties in the Permian Basin of Texas. Covington & Burling LLP advised SandRidge on the stock transactions. SandRidge Energy is a natural gas and ...
June 17, 2009, Covington E-Alert
June 10, 2009, Covington E-Alert
February 3, 2009, Covington Advisory
February 3, 2009, Covington Advisory
January 29, 2009, Covington E-Alert
November 21, 2008, Covington E-Alert
October 21, 2008, Covington E-Alert
9/23/08
WASHINGTON, DC, September 23, 2008 — GHL Acquisition Corp. today announced plans to acquire Iridium Holdings LLC in a transaction valued at approximately $591 million. Upon completion of the transaction, the combined enterprise will be renamed Iridium Communications Inc. and apply for listing on the NASDAQ. Covington & Burling LLP served as special ...
8/7/2008
WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...
March 19, 2007, Covington Advisory
December 28, 2006, Covington Advisory
December 19, 2006, Covington Advisory
July 27, 2006, Covington Advisory
July 8, 2005, BNA Corporate Accountability Report
March 26, 2004, Covington Advisory
February 12, 2004, Covington Advisory
November/December 2003, The M & A Lawyer
June 27, 2003, Reproduced with permission from BNA's Corporate Accountability, Vol. 1, No. 23. Copyright 2002 by The Bureau of National Affairs, Inc.
- Best Lawyers in America, Securities/Capital Markets (2014-2016)
- Legal 500 US, Finance - Capital Markets (2013-2014)
- Washington DC Super Lawyer, Securities & Corporate Finance (2013-2015)