Reston Town Center,11951 Freedom Drive
Reston, Virginia 20190
Dave Walsh is a partner in the Cooley Business department and a member of the Compensation & Benefits practice group. Mr. Walsh joined the Firm in 1999, as one of the founding attorneys of Cooley's Reston, Virginia office and he continues to be based in Reston.
Mr. Walsh creates and counsels clients regarding all varieties of equity compensation arrangements and incentive plans, and the various tax, securities and corporate law issues that arise under those programs. This includes stock options, stock appreciation rights, restricted stock units, and outright stock awards. He works with ESOPs and employee stock purchase plans as well. Over the years, Mr. Walsh has advised partnerships and limited liability companies with their unique compensation programs, including "profits interests" awards. Among the other specialty issues that Mr. Walsh frequently handles are management bonus or "carve-out" plans, change in control agreements, non-qualified deferred compensation plans, severance pay plans, and Section 280G (golden parachute) issues. Each and every day, Mr. Walsh advises companies and executives on Section 409A of the Internal Revenue Code (the deferred compensation law).
As a complement to his traditional practice, Mr. Walsh has been involved in negotiating and drafting numerous executive employments and consulting agreements, both on the side of the employer and the executive, typically on behalf of C-level executives. Many of those arrangements have included sophisticated tax-avoidance and deferral devices. Over the past several years, Mr. Walsh has been engaged to advise a number of management teams in connection with private equity buy-outs and other merger & acquisition work.
On the more traditional ERISA-side, Mr. Walsh handles compliance issues for tax-qualified retirement plans, such as profit-sharing and 401(k) plans, and employee health and welfare benefit plans. He frequently helps to integrate the benefit plans of the acquiring and target companies as part of corporate mergers and acquisitions. On that regard, a significant portion of Mr. Walsh's practice involves corporate transactional work (M&A, public offerings).
Mr. Walsh often represents venture-backed and emerging growth technology companies, but his clients span a wide range of business sectors, including life sciences/biotech, social media, government contracting, and real estate, and include both private and public companies.
Mr. Walsh received his JD with honors from the Washington & Lee University School of Law in 1988 where he was Editor-in-Chief of the Washington & Lee University Law Review. In law school, Mr. Walsh was elected to Omicron Delta Kappa, an honorary society recognizing leadership. He graduated college from the University of Virginia in 1985, with a BA in Economics and English.
|Areas of Practice||1) Erisa, 2) Employment & Labor and 3) Compensation & Benefits|
|Law School||Washington and Lee University School of Law, J.D., 1988|
|Education||University of Virginia, B.A., 1985|
|Bar Member / Association||District of Columbia Bar Association, Maryland State Bar Association|
|Most recent firm||Cooley LLP|
Ms. Fitzgerald represents employers in a wide range of industries, including the entertainment, financial services, hospitality, manufacturing, retail, and transportation industries.
Carol R. Freeman is a partner in Morgan Lewis's Labor and Employment Practice. Ms. Freeman represents employers in employment law, labor relations, and related administrative claims and litigation.