David S. Matheson
David combines exceptional client service with strong business acumen, keen analytical skills, and broad international and domestic experience.
David Matheson provides strategic and practical advice to clients, helping them understand legal risks pertaining to their business objectives and decisions. He advises public and private companies and private equity firms on complex strategic transactions, best corporate governance practices, capital markets securities offerings, mergers and acquisitions (M&A), joint ventures, and general corporate matters.
As a trusted advisor, David guides domestic and foreign public companies on the U.S. Securities and Exchange Commission (SEC), New York Stock Exchange, and Nasdaq compliance issues, as well as on his clients' most sensitive disclosure and reporting obligations. He is engaged by boards of directors, board committees, and senior management to assist them in fulfilling their fiduciary duties, both generally and in change of control and conflict of interest matters.
David has represented industry-leading tanker, liquefied natural gas, offshore, and container ship public companies in corporate finance and M&A transactions. In the maritime shipping industry, he has helped pioneer one of the first shipping company U.S. initial public offerings (IPO), the first long-haul master limited partnership IPO, and the first "baby bond" and preferred stock SEC-registered offerings.
David is recognized as a leading lawyer in corporate, capital markets, securities, and M&A matters. Chambers USA has described David as "renowned for his experience and knowledge of capital markets and public companies." Clients quoted in the Chambers guide characterize David as "an excellent adviser to the board and to management," who "gets to the heart of a matter efficiently."
Areas of focus
Education & Credentials
Education
- UCLA School of Law, J.D., Executive Editor, Federal Communications Law Journal, 1991
- University of California, Los Angeles, M.B.A., 1991
- Stanford University, A.B., with distinction, 1987
Bar and Court Admissions
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Oregon
Related Employment
- Shearman & Sterling LLP, Los Angeles, CA, Associate, 1991-1995
Additional Languages
- Spanish
Professional Recognition
Named the Best Lawyers “Corporate Law Portland Lawyer of the Year,” 2018, 2023; "Securities/Capital Markets Law Portland Lawyer of the Year," 2020; “Securities Regulation Law Portland Lawyer of the Year,” 2016, 2019, 2023
Listed in Best Lawyers in America: Corporate Law; Mergers and Acquisitions Law; Securities / Capital Markets Law; Securities Regulation, 2012-2025
Ranked by Chambers USA, as “America’s Leading Lawyers" for Corporate: Mergers and Acquisitions, 2005-2024
Listed in Oregon Law & Politics, "Oregon Super Lawyers," 2006-2022
*Peer Review Rated AV in Martindale-Hubbell
(AV®, BV® and CV® are registered certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies.)
Impact
Professional Leadership
- Oregon State Bar Association, Executive Committee of Corporate Counsel Section, 2018-present; Chair, 2022
- Oregon State Bar Association, Executive Committee of Business Law Section, 2012-2016; Chair, 2015
- Oregon State Bar Association, Executive Committee of Securities Regulation Section, 2005-2011; Chair, 2010
- Oregon Entrepreneurs Network, Board of Directors, 2005-2006
- FACES Foundation, Director, 2024
Insights
News
Professional Experience
Public Company Corporate Finance
Ardmore Shipping Corporation
Shelf registrations, follow-on public offering, resale offering, "at-the-market" offerings, securities law compliance, corporate governance.
Teekay Corporation
Initial public offering, NYSE listing, follow-on debt and equity public offerings, resale public offering, “at-the-market” offerings, Rule 144A and WKSI shelf offerings, debt tender offers, securities law compliance, corporate governance, shareholder rights plan.
Teekay LNG Partners L.P. and Teekay Offshore Partners L.P.
Master limited partnership initial public offerings and NYSE listings, follow-on common and preferred equity public offerings, "baby bond" public offerings, PIPE and “at-the-market” offerings, Norwegian bond offerings, securities law compliance, corporate governance.
Teekay Tankers Ltd.
Initial public offering, NYSE listing, follow-on public and registered direct offerings, “at-the-marker” offerings, securities law compliance and corporate governance.
Seaspan Corporation
Common and preferred equity public offerings, concurrent equity and convertible debt filing, "baby bond" public offerings, shelf and resale registrations, registered direct offerings, PIPE and "at-the-market" offerings, NYSE listings, securities law compliance, corporate governance, shareholders rights plan.
Seapeak LLC
Securities law compliance, corporate governance.
Altera Infrastructure Partners L.P.
Securities compliance and reporting, corporate governance.
Cascade Microtech, Inc.
Securities law compliance, corporate governance, resale registration filing.
Portland General Electric Company
Equity public offering.
Tanker Investments LTD.
Initial public offering on Oslo Stock Exchange, private placements, securities compliance, corporate governance.
Ritchie Bros. Auctioneers
Initial public offering, NYSE listing, cross-border MJDS resale public offerings, securities law compliance, corporate governance.
Synthetech Inc.
Corporate governance and securities law compliance under SEC's "smaller reporting company" regime.
Initial Public Offering Filings
IPO filings for Tripwire Inc., GI Joe's Inc., 800.com Inc., Sparkling Spring Water Holdings Limited.
Mergers & Acquisitions
Acquisition by Teekay Corporation
Represented public company Teekay Corporation in its joint venture $2.2 billion acquisition of public company OMI Corporation.
Sale of and Acquisitions by Cascade Microtech, Inc.
Represented public company Cascade Microtech in its sale to public company FormFactor, Inc. and in its acquisitions of ATT Advanced Temperature Test Systems GmbH and of the Reliability Test Products business of Aetrium Incorporated.
Acquisition by Amazon.com, Inc.
Represented public company Amazon.com in its acquisition of e-Niche Inc.
Acquisition by Danaher Corporation
Represented public company Danaher Corporation as local counsel in its $2.8 billion acquisition of public company Tektronix Inc.
Acquisition by Seaspan Corporation
Represented public company Seaspan Corporation in its acquisition of Seaspan Management Services Limited.
Acquisition by Richie Bros. Auctioneers
Represented public company Ritchie Bros. Auctioneers in its acquisition of AssetNation, LLC.
Acquisitions by Vesta Corporation
Represented Vesta Corporation in its acquisitions of assets from public company Lightbridge Inc. and from Atom Technology Inc.
Hanover Partners Inc.
Represented private equity firm in acquisitions and dispositions of various portfolio companies, and represented portfolio companies in corporate matters.
Sale of Teekay Offshore Partners, L.P.
Represented public company Teekay Corporation, as sponsor of public company Teekay Offshore Partners, in connection with strategic partnership with and subsequent sale of Teekay Offshore Partners to affiliates of Brookfield Business Partners L.P.
Sale of Teekay LNG Partners, L.P.
Represented public company Teekay LNG Partners in connection with sale to affiliates of Stonepeak Partners L.P.
Sale of CAI International, Inc.
Represented public company CAI International in noteholder consent solicitation relating to acquisition by Mitsubishi HC Capital Inc.
Sale of Co-Packing Line of Betty Lou's Inc.
Represented Betty Lou's Inc. in its asset sale to a portfolio company of Canadian private equity firm Novacap.
Sale of ID Systems business of Digimarc Corporation
Advised public company Digimarc Corporation on tender offer matters relating to the sale of its ID Systems business to public company L-1 Identity Solutions Inc.
Sale of Recall Holdings Limited
Advised the board of directors of Australian public company Recall Holdings on U.S. matters relating to its sale to public company Iron Mountain Incorporated.
Sale of Synthetech Inc.
Represented public company Synthetech in its acquisition by W.R. Grace & Company-Conn.
Sale of Carlton Holdings Inc.
Represented Carlton Holdings in its sale to public company Blount International Inc.
Sale of TFR Technologies Inc.
Represented TFR Technologies in its sale to public company TriQuint Semiconductor.
Sale of Card Capture Services Inc.
Represented Card Capture Services in its sale to public company E*TRADE Group Inc.
Sale of Western States Electric Inc.
Represented Western States Electric in its sale to public company Hughes Supply Inc.
Venture Capital
Tripwire Inc.
Company counsel for venture capital financings.
800.com Inc.
Company counsel for venture capital financings exceeding $120 million.
Prolifiq Software Inc.
Company counsel for angel financings.
Tranxition Corporation
Company counsel for angel financings.
Business
Seaspan Corporation
Containership joint venture investment vehicle with affiliate of leading global asset manager The Carlyle Group.
Orbitz LLC
Advised independent directors of public company on related party transaction with controlling shareholder.
Saber Corporation
Represented principals in equity rollover as part of company acquisition by Electronic Data Systems Corporation.
Teekay Corporation
Joint venture with public company A/S Dampskibsselskabet TORM in Copenhagen, Denmark.
Teekay Corporation
Sale of control of public company Teekay Offshore to affiliates of leading global alternative asset manager Brookfield Business Partners L.P.
Teekay Group
Advise on various conflict of interest transactions and matters between public company sponsor and public company subsidiaries, including intercompany asset sales and securities issuances.
Baldwin Richardson Foods Company
Refinancings of commercial bank debt.
BNP Paribas Peregrine
Placement agents' U.S. securities law counsel for Rule 144A and Regulation S offerings made concurrently with Hong Kong initial public offering.
Employment Agreements
Representation of various companies and senior executives in drafting and negotiating executive employment agreements.
Other
Restructuring of domestic and international operations for technology company.