David C. Scileppi

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David is a Gunster Shareholder and Co-Chair of its Securities and Corporate Governance Practice.  His principal areas of practice are securities, corporate governance, mergers and acquisitions, and general corporate law.  He has extensive experience in securities matters, including advising clients with regard to private and public offerings of securities (including initial public offerings) and ongoing disclosure obligations.  David has taken companies public as an attorney and, while an auditor with KPMG LLP, as an accountant.

Latest Articles

Step away from the phone!  That’s the message Elon Musk, the now former Chairman of Tesla and habitual Twitter user, should have heeded in August before he sent one of his latest ill-advised tweets.  Unfortunately, Musk let his critics (this time the short sellers of Tesla’s stock) get the better of him, and now Tesla and Musk are paying a high price for what amounts to an off the cuff remark. The background, as…
Possibly lost in the heat of summer and the false narrative that the Economic Growth, Regulatory Relief, and Consumer Protection Act had somehow repealed the Dodd-Frank Act, the recent Act, which was signed into law on May 24th, has a few provisions impacting the securities laws.  None of these are complete “game changers,” but all could assist earlier stage companies: Investment Company Act. Venture capital funds that have less than $10 million in capital contributions…
Now that “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (the official name of the 2017 tax reform act – fitting for a “simplification” of the tax code!) has passed, issuers are faced with reviewing the impact of the tax reform act on its balance sheet, specifically deferred tax assets and deferred tax liabilities. For those of us who have…
Earlier this month, after seven years of threats, the PCAOB adopted rules to drastically change the standard auditor’s report. In adopting the rules, the PCAOB noted that the standard auditor’s report had largely remained unchanged since the 1940s. I believe there was good reason for this: the current auditor’s report works well (or at least well enough). It is simple and, therefore, easy to interpret. Either a company receives an unqualified opinion or it…
As has been rumored, the SEC announced today that William H. Hinman will be the new director for the SEC’s Division of Corporation Finance. Mr. Hinman, who recently retired as a securities and corporate finance partner from the Silicon Valley office of Simpson Thacher & Bartlett LLP, has advised in some of the larger IPOs in the technology section in recent history such as Alibaba, Google and Facebook. Mr. Hinman replaces Keith Higgins, the…
Congratulations to our esteemed colleague, Bob Lamm, for winning this prestigious award! While we all know that Bob is the guru in the governance space, it’s great that he was recognized for all of his achievements (to date!). Well deserved! WEST PALM BEACH, Fla. (Nov. 29, 2016) – Gunster, one of Florida’s oldest and largest full-service business law firms, is pleased to announce that Bob Lamm received the Lifetime Achievement award at the ninth…
Good, but not surprising, news for issuers considering a Regulation A+ offering. Back in May 2015, Massachusetts and Montana sued the SEC in an attempt to invalidate the Regulation A+ rules.  Montana had attempted to obtain an injunction to prevent the Regulation A+ rules from going into effect last June, but was denied.  Now, the DC Circuit has officially rejected the lawsuit brought by the two states. As we have discussed, Regulation…
Over the past couple of months, the FASB has been busy. I wanted to point out one recent change and my thoughts on its impact. FASB has “simplified” share-based compensation accounting. I will always have a special place in my heart for old FAS123 since it was on my CPA exam a couple of decades ago.  Nevertheless, much has changed since then (APB No. 25 anyone?), including most recently: No more APIC pools. Currently, tax…
After much foot dragging, I have finished reading the adopting release for the new pay ratio disclosure rules.  Yes, the release is long (300 pages or so), but adopting releases are always long.  The real reason why it took so long is that the whole concept of pay ratio disclosure just seems silly to me (and apparently to Bob Lamm as well) so I just hoped it would go away. I am not against…
Today is June 19th.  It is an exciting day for companies that need to raise capital because Reg A+ finally goes into effect. As a reminder, Reg A+ is a nickname for SEC Regulation A, as amended by the SEC.  Reg A has been around for many years but was rarely used because it was available only to very small financings, had too many limitations, and was costly.  As part of the JOBS (Jumpstart Our…