David M. Lynn

Dave Lynn is a partner in Goodwin’s Capital Markets group and chair of the firm’s Public Company Advisory practice. His practice is focused on advising companies, boards of directors, and underwriters on regulatory matters, capital markets transactions, and corporate governance. Dave previously served as Chief Counsel of the Division of Corporation Finance at the US Securities and Exchange Commission, and he is a leading authority on SEC issues who is widely known for his role as Senior Editor of TheCorporateCounsel.net.

Dave has nearly three decades of experience as a practicing securities lawyer, having served in leadership roles at the SEC, advised clients in private practice on a wide range of securities and corporate governance matters, and has been an author and speaker addressing the securities and governance topics that are of particular interest to public companies, members of board of directors, and capital markets participants. He has extensive experience advising clients on SEC reporting and disclosure requirements, shareholder activism and engagement, shareholder proposals, ESG matters, corporate governance, SEC investigations, and public and exempt securities offerings. Dave is particularly well known in the area of the SEC’s executive compensation disclosure requirements, having led the rulemaking team at the SEC that drafted significant changes to the executive compensation and related party disclosure rules and serving as a co-author the Executive Compensation Disclosure Treatise.

Dave serves as vice chair of the Northwestern Pritzker School of Law’s Securities Regulation Institute and as co-chair of the Practising Law Institute’s annual Global Capital Markets program. He previously served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation, and chair of the Board of Trustees of the Securities and Exchange Commission Historical Society. Dave is a member of the Board of Visitors of the University of Maryland Francis King Carey School of Law and is an adjunct professor at Georgetown Law. Dave is a frequent speaker at securities law and corporate governance programs and is a widely-followed author of several leading publications.

Prior to joining Goodwin, Dave was a partner at Morrison Foerster and chaired the firm’s Public Company Advisory & Governance practice.

Previously, Dave served as Chief Counsel of the Division of Corporation Finance at the SEC Dave rejoined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007, providing imperative advice, formulating policy recommendations, leading rulemaking projects, and publishing the Division’s Compliance and Disclosure Interpretations. Dave initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and Special Counsel in the Division of Corporation Finance.

While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions, and corporate governance.

• Chambers USA: Nationwide – Securities Regulation: Advisory (Band 1) (2023)
• Legal 500 US: Recommended for Capital Markets: Equity Offerings (2023)
• Legal 500 US: Recommended for Capital Markets: Debt Offerings (2023)
• Best Lawyers in America: Recommended for Corporate Governance and Corporate Compliance Law (2022)

Dave serves as Senior Editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel and The Corporate Executive, and co-author of The Executive Compensation Disclosure Treatise, which are leading publications on securities, governance, executive compensation, and corporate law matters.