Attorneys

David Thayer
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Dave Thayer is a corporate and transaction attorney, and a reformed CPA, focused on being a deal maker, not a deal breaker, as he works with clients to achieve business dreams.

From business formation, deal strategy and restructuring to financing and reporting, Dave Thayer has experience managing and addressing all aspects of corporate and business transaction law, with a special emphasis in securities and finance-related legal issues. His clients rely on his broad experience and guidance for day-to-day legal assistance through complex regulatory, operational and transactional challenges as they execute business strategies.

Dave advises publicly-traded and private businesses in all stages of growth, from organizational matters and capital funding for start-up and emerging companies to exit strategies that maximize shareholder value. This includes but is not limited to public and private offerings, federal and state securities laws compliance, mergers and acquisitions, corporate governance and management fiduciary duties. In addition, he represents broker-dealers and underwriters in connection with securities offerings and compliance matters, and investment advisors with legal matters arising from the Investment Advisers Act of 1940.

Clients benefit from general business matter advice that is in their best interest. Both organizational and operational challenges are met through, among other things, entity formation and documentation, buy-sell agreements, employment and compensation agreements and plans, succession planning and the sale of private businesses.

Dave develops long-term relationships with clients by delivering trustworthy legal advice that increases client confidence. His ease with financial statements and complex financial arrangements stems from his previous experience as a Certified Public Accountant, which enables him to effectively advise clients in complex corporate finance and business transactions. Dave frequently writes on the public and private company business issues his clients face, reflective of his experience and knowledge.

Experience

Complex Commercial Reporting and Transactions

  • SEC reporting and compliance, proxy statements, registration of securities, PIPEs and other exempt offerings of securities, tender offers and going private transactions
  • Public and private securities offerings for equity and debt, including IPOs
  • Complex mergers and acquisitions of companies, and sales of business, both public and private
  • Handles lending transactions with financial institutions and institutional investors
  • Assists in business formation, entity selection, and operational issues, including operating agreements, bylaws and related organizational documents
  • Provides transaction advice, negotiating contracts, and preparing a broad range of business and transactional documents (shareholder/buy-sell agreements, equity incentive plans, compensation and deferred income plans, commercial leases, employment and consulting agreements, equity incentive plans, intellectual property licenses and related legal documents)
  • Advises executive management and directors regarding corporate law, corporate best practices, fiduciary duties and compliance with Sarbanes-Oxley and the corporate governance rules of the national stock exchanges
  • Specializes in representing individuals and businesses in private financings and private placements of securities, debt offerings and related corporate financing
  • Counsels business owners with respect to business succession planning, including structuring transfer of ownership of businesses to next-generation family members and employees

 

Significant Representations

  • Represented NASDAQ-traded companies in the natural resources, banking, credit reporting and insurance industries in public offering registration, including preparing annual, quarterly and current reports, proxy statements, and the application of Federal and State securities laws and officer and director reporting.
  • Ongoing representation of a NYSE-listed public company in the oil natural gas services industry in complying with securities registration laws and SEC reporting and compliance, mergers and acquisition, as well as employment agreements, compensation plans and other corporate and business matters.
  • Represented an OTCBB publicly-held exploratory mining company in connection with structuring and registering an equity line of credit with an investment banking firm.
  • Represented a publicly-traded oil and gas company in connection with a $145 million working capital facility with an Australian and New Zealand banking group.
  • Represented a NYSE-listed insurance holding company with respect to multiple acquisitions of other insurance companies through public and private stock offerings and cash purchases.
  • Represented a comic book publisher and internet-based entertainment company in a complex securities placement with venture capitalist and institutional investors.
  • Advise Boards of Directors and management regarding corporate law and fiduciary duties and compliance with Sarbanes-Oxley and corporate governance rules of the national stock exchanges.
  • Assisted Colorado-based real estate developer with multi-family and community development projects.
  • Ongoing representation of individuals and small businesses in a variety of industries in connection with business formation and operation of private business entities, including drafting organization documents, negotiating and preparing general business and transactional documents and contracts, including operating agreements, shareholder agreements, commercial leases, employment and consulting agreements, stock and asset purchase agreements, intellectual property licenses, and other related legal documents.
  • Performed corporate internal investigations and legal audits on behalf of Audit Committees for, among others, an international NYSE-listed computer and software company and a NYSE-listed oil and gas exploratory company.

 

Admitted to Practice Before

  • Admitted in Colorado

 

Professional and Community Affiliations

  • Colorado Bar Association
  • Formerly a Certified Public Accountant in Arizona and Colorado

 

Practice Areas
Business & Corporate
Mergers and Acquisitions
Natural Resources
Securities & Finance
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  • EDUCATION
  • LICENSED IN
  • PRACTICE AREAS

EDUCATION

J.D., University of Arizona School of Law, cum laude (1991)

B.S. Business – Accounting Emphasis, University of Northern Colorado, magna cum laude (1985)

LICENSED IN

Colorado

Equal Pay, Minimum Wage, and the Newest Colorado Employment Laws

By Larry Lee Colorado lawmakers have had a busy legislative session. Six new employment laws were enacted in the state addressing equal gender pay, criminal history inquiries, felony convictions for wage violations, local government rule for minimum wage, garnishments and a study of a family and medical leave insurance program. Here’s the highlights and effective […]

SEC Adopts Regulation Best Interest: New Standards for Broker-Dealers

By Dave Thayer   Doing business has become riskier for broker-dealers giving investment advice. On June 5, 2019, the Securities and Exchange Commission (SEC) adopted “Regulation Best Interest” which in a nutshell says that broker-dealers cannot put their own pocketbooks ahead of their clients’ “best interest.” For years, broker-dealers were viewed as purveyors of investment […]

SEC proposes new public company disclosure rules

By Dave Thayer On May 3, 2019, the Securities and Exchange Commission proposed amendments to improve and streamline financial disclosures relating to business acquisitions and dispositions. The proposed amendments are primarily to rules contained in Article 11 of Regulation S-X, but include changes to other related rules and disclosures, such as Form 8-K. The SEC […]

Jones & Keller Announces 2019 Executive Changes

Charles Wern becomes president and Paul Vorndran and Nicole Westbrook join the Executive Committee at the Denver-based business law firm.

New SEC Rules Modify and Simplify Regulation S-K

By Reid A. Godbolt The Securities and Exchange Commission (“SEC”) recently adopted amendments (available at https://www.sec.gov/rules/proposed/2017/33-10425.pdf) to its Regulation S-K and related rules and forms in seeking to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. The amendments are intended to improve the readability and navigability of disclosure documents and […]

14 Jones & Keller Attorneys Named to the Super Lawyers and Rising Stars Lists

Please join us at Jones & Keller in congratulating attorneys selected to this this year’s lists.

Annuities Sellers Beware: Advice May Trigger Enforcement

By Paul L. Vorndran Selling an annuity while advising investors about their securities investments will subject you to enforcement action by the Colorado Securities Commissioner. In the summer of 2018, the Colorado Securities Commissioner (Commissioner) adopted a rule which provides that an insurance agent who receives commissions from the sale of insurance products, where the […]

Investment or Financial Professional Titles: Making Sense of It All

(Originally published December 1, 2015) By Paul L. Vorndran Deciding upon whom to trust to deliver accurate and fair advice is an investor’s first difficult decision. In the investment world, a number of titles may be used by a professional offering various investments. But most of these are marketing tools issued by various organizations, and […]

ETF Recommendations Under Scrutiny

(Originally published December 1, 2015) By Paul L. Vorndran Regulators have been warning investors about investing in Exchange-Traded Funds (ETFs), a unit investment trust or open-end investment company whose shares represent an interest in a portfolio of securities that track an underlying benchmark or index.  In June 2009, those warnings were directed to broker-dealers and […]

Reid Godbolt Awarded the “Lifetime Achievement Award” by the Catholic Lawyers Guild of Colorado

Jones & Keller is pleased to announce that Reid A. Godbolt has been awarded the 2019 Lifetime Achievement Award by the Catholic Lawyers Guild of Colorado. The Lifetime Achievement Award is bestowed upon an attorney who has demonstrated outstanding lifetime contributions to religion, profession and country. “I am humbled and honored by this award and […]

Colorado Rejects Williamson “Presumption”

(Originally published December 1, 2015) By Paul L. Vorndran A panel of the Colorado Court of Appeals issued an opinion giving the Colorado Securities Commissioner a victory in a long standing effort to regulate joint ventures and general partnerships. In Rome v. HEI Resources, Inc. et al, 2014 CA 160, the Court first held that there is […]

Colorado Investment Adviser Revoked for Non-Securities Transactions

(Originally published December 1, 2015) By Paul L. Vorndran As a cautionary tale, Colorado licensed investment advisers should be mindful that non-securities transactions with their clients will be scrutinized by the Colorado Divisions of Securities. In December 2013, Secure Retirement Group, Inc. doing business as Secure Financial Group, Inc. and its principal, David L. Gonzales, […]

Colorado Securities Commissioner Loses Important Case Interpreting Definition of ‘Security’

(Originally published December 1, 2015) by Paul Vorndran Denver District Court recently determined that oil and gas joint venture interests promoted by Colorado companies HEI Resources, Inc. and Heartland Energy Development Corporation were not securities under the Colorado Securities Act. On October 17, 2013 following an intensely contested case brought by the Colorado Securities Commissioner, […]

Definition of ‘Note’ in Colorado Securities Act Limited

(Originally published March 17, 2016) by Paul L. Vorndran The Colorado Court of Appeals reversed a criminal conviction for securities fraud pursuant to C.R.S. § 11-51-501(1)(b) finding the trial court erred in refusing to give a proffered instruction that not all promissory notes are securities for purposes of the Colorado Securities Act (CSA).  In People v. Mendenhall, […]

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