David I. Gottlieb’s practice focuses on international capital markets and cross-border M&A transactions, including IPOs, investment-grade, sovereign and high-yield debt offerings, privatizations, SPAC transactions, and liability management.

David is one of a small handful of U.S. securities law experts based in Europe for more than a decade, and regularly advises U.S. and foreign private issuer clients and global investment banks on disclosure, corporate governance, regulatory, and ESG matters. He is a current leader of the firm’s Financial Institutions Industry Group and has extensive expertise in the European banking, oil and gas, metals and mining, and tech sectors. He has worked on transactions in numerous jurisdictions across Russia, Central and Eastern Europe, MENA, and Israel.

David joined the firm in 1995 and became a partner in 2003. From 1995-1997 and from 2000-2009, he was resident in the New York office and from 1997-2000, he was resident in the London office. He was resident in the Moscow office from 2009-2010.

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Notable Experiences

Notable Experiences

  • Barclays Bank PLC in its $17.7 billion SEC-registered rescission offer, believed to be the largest rescission offer in history

  • Barclays PLC and Barclays Bank PLC, as designated U.S. securities and disclosure counsel in all of its U.S. registered AT1, Tier 2, and MREL/TLAC notes offerings since 2019

  • Barclays in the sale of its 63 million Absa shares (representing approximately 7.4% of Absa’s issued share capital) in an accelerated bookbuilding, raising £538 million in proceeds

  • HSBC Holdings plc, as designated U.S. securities and disclosure counsel, in the issuance of over $24 billion of senior unsecured TLAC-eligible securities and over $10 billion of subordinated and AT1 regulatory capital instruments since 2010

  • HSBC Bank plc in its registration with the U.S. Securities and Exchange Commission and listing of a senior debt security on the New York Stock Exchange

  • Deutsche Bank AG as designated U.S. securities and disclosure counsel since 2023 

  • Santander UK plc as designated U.S. securities and disclosure counsel on multiple offerings under its registered debt shelf program as well as liability management transactions in relation to its outstanding debt securities and on-going disclosure and reporting as an SEC reporting company

  • Credit Suisse AG in its 2001 registration with the SEC and listing on the NYSE, together with numerous TLAC and regulatory capital instruments issued on a U.S. registered and Rule 144A/Regulation S basis

  • Ryanair DAC as U.S. disclosure counsel

  • Natuzzi S.A. as U.S. disclosure counsel

  • Counsel to the initial purchasers in all offerings to date by Israeli banks of U.S. dollar-denominated regulatory capital to institutional investors outside Israel, including:

    • The Rule 144A/Reg S offering of $750 million aggregate principal amount of Tier 2 subordinated notes by Bank Leumi Le-Israel
    • The offerings of $500 million senior notes and $500 million Tier 2 notes by Bank Leumi
    • The Rule 144A/Reg S offering of $1 billion aggregate principal amount of Tier 2 subordinated green notes by Bank Hapoalim
    • The offering of $800 million senior notes by Israel Discount Bank Limited

  • The Hellenic Republic in all of its U.S. dollar denominated international debt offerings since 2009

  • The Republic of Armenia in several Eurobonds listed on European Stock Exchanges

  • Several European regulators on various aspects of UK and European bail-in implementation in the United States

  • The Association for Financial Markets in Europe in connection with the drafting and roll-out of European-wide bail-in clauses complaint with A.55 BRRD

  • ACG Acquisition Company Limited in its offering and listing on the Main Market of the London Stock Exchange, one of the first SPAC offering under new rules promulgated by the Financial Conduct Authority

  • The underwriters in the $783 million SEC-registered IPO of Hepsiburada, the largest e-commerce platform in the EEMEA region and the fastest-growing e-commerce platform in Europe

  • An emerging market tech mobility company in its attempted IPO and listing on NASDAQ in 2022

  • An emerging markets bourse, as underwriters counsel, in its listed IPO on its own platform and potential U.S. listing in 2022

  • A supermarket chain in its $952 million IPO comprising a Reg S/Rule 144A dual listing on both the London Stock Exchange and a local stock exchange

  • A mobile telecommunications company in its $1.7 billion IPO on the London Stock Exchange and a local stock exchange

  • A paper and pulp manufacturer in its $400 million Reg S/Rule 144A offering and listing on a local stock exchange

  • A hydrocarbon shipping company in its $500 million Reg S/Rule 144A offering and listing on a local stock exchange

  • An aluminum producer in its $2.2 billion Reg S/Rule 144A Hong Kong-listed IPO and simultaneous listing on the professional compartment of Euronext Paris

  • The underwriters in registered secondary public offerings for VimpelCom (now Veon)

  • The Reg S/Rule 144A IPO of a diamond manufacturer

  • The lead managers in a $360 million Reg S/Rule 144A IPO and London listing of a hydraulic machine company

  • The lead managers in the $330 million Reg S/Rule 144A IPO and listing on the London Stock Exchange of an agricultural company

  • A Central Bank in its $470 million accelerated bookbuilt offering of a 11.7% stake in a stock exchange

  • A Central Bank in its $5.2 billion Reg S/Rule 144A secondary offering of ordinary shares and global depositary shares of a state-owned bank

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