Overview

David S. Sanders is a partner and business lawyer with Foley & Lardner LLP. He is vice-chair of the firm’s Business Law Department and co-chair of the Trade Secret/Noncompete Specialty Practice. From 2010 through 2017, David served as co-chair of the firm’s Transactional & Securities Practice. David's practice is concentrated on mergers and acquisitions, joint ventures, employment, non-compete and trade secret issues, executive employment and termination agreements, leases, license agreements, general corporate matters, and the drafting and negotiation of all types of contracts and corporate documents. He is a member of the firm's Commercial Transactions & Business Counseling, Private Equity & Venture Capital and Real Estate Practices, as well as the Sports, Medical Devices, Technology, and Health Care Industry Teams. He also serves on the firm's Diversity Committee and Recruiting Committee.

David counsels public and private corporations and other business entities, including corporations and limited liability companies, on corporate matters involving formation, operation, and growth, as well as employment matters. David negotiates merger and acquisition transactions, joint ventures and other business contracts, leases, and agreements on behalf of clients. He frequently assists clients in negotiating, drafting, and creating various operational documents, including stock purchase, asset purchase and merger documents, employment and non-compete agreements, licensing, strategic alliance and joint venture agreements, employee termination agreements, confidentiality and non-disclosure agreements, stock option plans, and leases. His general representation of business enterprises includes corporations, limited liability companies, and partnerships. He is experienced in general corporate matters, including incorporation, organization, operating agreements, and shareholders’ agreements.

A substantial portion of David's practice involves representing medical devices, health services and biopharmaceutical companies, including with respect to mergers and acquisitions, joint ventures and manufacturing, purchasing, distribution, and supply agreements.

Representative Transactions

  • Continuous representation of Hanger Inc., the world’s premier provider of orthotic and prosthetic services and products, for two decades, including in excess of 130 mergers and acquisitions and joint venture transactions, including:
    • Represented Hanger Inc. as it acquired its largest competitor, NovaCare Orthotics & Prosthetics, Inc. in a sell-side auction to become the single largest provider of orthotics and prosthetics in the United States. This was a sell-side auction with multiple bidders, limited access to seller's management, limited seller-controlled due diligence, and seller-provided purchase agreement for limited comment.
    • Represented Hanger Inc. in the acquisition of Accelerated Care Plus (ACP), based in Reno, Nevada. The company is the nation’s leading provider of integrated clinical programs for sub-acute and long-term care rehabilitation providers. Hanger paid approximately $155 million in cash, which was funded from cash on hand and the proceeds from the concurrent refinancing of its credit facilities.
    • Represented Hanger Orthopedic Group Inc. in the acquisition of Accelerated Care Plus Corp. for $155 million. 
    • Represented Hanger Inc. in the acquisition of SCOPe Orthotics & Prosthetics Inc.
    • Represented Hanger Inc. in the acquisition of OrPro Inc., a preclinical-stage company developing a non-systemic biologic drug platform for treatment of diseases of the lung and other epithelial surfaces characterized by chronic infection, inflammation, and obstructive mucus. 
    • Represented Hanger Inc. in the acquisition of TMC Orthopedic LP and Synergy Orthotics and Prosthetics LLC.
    • Represented Hanger Prosthetics & Orthotic Inc. in the acquisition of Rehab Designs of America Corporation a Delaware-based corporation, and four of its wholly-owned subsidiaries. The purchase of these entities included payment of cash on closing and payment of certain term and revolving notes. Foley negotiated the stock purchase agreement, payoff letters, employment and noncompete agreements for key employees, executive employment agreements for certain other employees, and a noncompetition agreement.
  • Foley represented Boditech Med Inc., a Korean in-vitro diagnostic company, in its stock acquisition of Immunostics Inc., a U.S. in-vitro diagnostics company. The deal closed on March 2, 2016, with a purchase price of $13.625 million. The acquisition positioned Boditech Med to enter the U.S. in-vitro diagnostics market, which is the world’s largest.
  • Represented BAA-USA in the auction and sale of its airport concessions operations at Baltimore/Washington International Thurgood Marshall Airport, Cleveland Hopkins International Airport, Boston Logan International Airport, and Pittsburgh International Airport to Prospect Capital, a private equity buyer. 
  • Represented Tech Data in its acquisition of DLT Solutions, a premier software and cloud solutions aggregator focused on the U.S. public sector. 
  • Assisted an Asian API (Active Pharmaceutical Ingredients) producer in joint venture and supply agreement with U.S.-based drug manufacturer.
  • Assisted a U.S.-based generic drug manufacturer in the purchase of Abbreviated New Drug Application (ANDA) drugs from big pharma.
  • Represented an India-based molecule manufacturer in a joint venture with a U.S.-based manufacturer and drug developer in connection with the manufacture of pharmaceutical products and related application devise for such products. 
  • Represented IDT Biologika in its acquisition of Aeras’ Biopharmaceutical Development Center (BDC) manufacturing facility and the resulting strategic partnership between IDT and Aeras.
  • Represented Korean private equity funds in investment in U.S. based medical services provider.
  • Represented e-Management Consultants, Inc. in its sale to i10 for $6.5 million.
  • Represented G&W Laboratories Inc. in the asset purchase of two separate ANDAs from Novel Laboratories.
  • Represented Samuel, Son & Co. Ltd., in its acquisition of Republic Rings Inc., an Ohio-based manufacturer and supplier servicing steel mills, processors and distributors, for $2.1 million. 
  • Represented Three Sigma Software, an innovative software development company, in its sale to GCOM Software LLC, a business and technology consulting firm and national player in the government regulatory and inspection automation, customer engagement and criminal justice solutions, for $55 million.
  • Represented Western Energy Support & Technology Inc., which provides flow measurement products and services, and Dorilton Capital Advisors LLC, a private investment firm focused on small to medium-sized businesses, in its sale of a subsidiary to B.R. Tompkins for $1.075 million. 

Recognition

  • Named by Legal 500 as a Leading Lawyer for mergers and acquisitions (2013-2017)
  • Ranked by Chambers USA as one of the top Corporate/M&A & Private Equity lawyers in the District of Columbia (2013-2014)
  • Recognized by the Legal 500 for his work in mergers & acquisitions (2011-2013)
  • Selected as an On Being a Lawyer of Color “Power 100 Advocate” honoree for his commitment to diversity (2013, 2015)
  • Recipient of the Foley & Lardner Carl Hitchner Mentor of the Year Award; an annual award to recognize outstanding mentoring to our young attorneys by partners and senior counsel (2009)
  • Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system
  • Recipient of the "Stars For Children" award (Dec. 2003) in recognition of his individual achievements and philanthropic generosity on behalf of The Children's Charities Foundation, Inc. The "Stars for Children" award is a leadership award that is presented annually to the individual who has proven dedication and commitment to children's causes and their well-being through philanthropy in the Washington, D.C. metropolitan area.

In addition to the professional recognition highlighted above, David's clients have been effusive in their praise, stating that he is:

…intelligent, business-savvy, and insightful; and his expertise and value far exceed the mere legal advice provided. Sanders is more of a business consultant; and his immediate recall and depth of knowledge of so many areas ensure you get maximum value, as he takes less time to deal with issues than other lawyers with whom I’ve interacted.

— a Foley client, quoted in
Legal 500, 2013

Affiliations

Since 2015, David has served as an adjunct professor at Georgetown University Law Center, teaching a class entitled “Negotiating a Mergers and Acquisitions Transaction.” Also, during the during the Spring 2007 semester at George Mason University, David and other Foley attorneys taught a course entitled "Creating and Building Value in a High Tech Start-Up Company."

Education

  • Georgetown University Law Center (J.D., 1995) 
  • University of Michigan (B.A., 1992)

Admissions

  • District of Columbia
  • Maryland 
  • Virginia
  • All federal courts in the Washington, D.C. metropolitan area

Community Engagement

David serves on the board of directors and is general counsel of The Children’s Charities Foundation, a charity that has disbursed more than $8 million to organizations that support disadvantaged and at-risk children by strengthening their health and welfare, supporting strong cohesive families and assisting with educational and recreational programs. He was the recipient of the "Stars For Children" award in December 2003 in recognition of his individual achievements and philanthropic generosity on behalf of The Children's Charities Foundation. The "Stars For Children" award is a leadership award that is presented annually to an individual who has proven dedication and commitment to children's causes and their well-being through philanthropy in the Washington, D.C. metropolitan area.

David is also on the board of directors for The Amputee Coalition, which is the nation’s leading organization on limb loss, and is dedicated to enhancing the quality of life for amputees and their families, improving patient care and preventing limb loss.

In addition, he serves as outside counsel for the Bruce Edwards Foundation for ALS Research (http://www.bruceedwardsfoundation.org/) and spearheads the firm’s work with the Georgetown Entrepreneurship Practicum, which provides pro bono legal services to social entrepreneurs and individuals who cannot otherwise afford legal services.

Presentations and Publications

David speaks frequently on issues relating to mergers and acquisitions, as well as non-compete matters.

  • Presenter, “Noncompetes and Restrictive Covenants 2020: What Every Lawyer, Human Resources Professional, and Key Strategic Decisionmaker Should Know” – Practicing Law Institute (January 2020)
  • Presenter, “Top 15 Mistakes a Life Sciences Start-Up Makes,” Maryland Tech Council Roundtable (May 2019)
  • Presenter, “Current Pharma Business Climate in the US; Policy Change on Generics & Drug Pricing,” US Pharma Business Seminar (September 2018, Seoul, KR)
  • Presenter, “FDA Biosimilar Action Plan & Current IP Issues,” Changes in US Biosimilar Market Seminar (September 2018, Seoul, KR)
  • Presenter, “Current FDA Practice on Medical Devices Using AI, Big Data & Health Insurance Issues,” US Medical Device Business Seminar (September 2018, Seoul, KR)
  • Presenter, “Ten Mistakes Entrepreneurs Make…and How to Avoid Them,” WeDC Fest (September 2018, Washington, DC)
  • Presenter, “2017 SelectUSA Seminar: U.S. Market Entry Strategies for Korean Life Sciences Firms (Bio Korea 2017, Seoul, KR)
  • Presenter, “Corporate and Transactional Practice (link to video),” Inns of Court and Foundations of Practice Programs at The George Washington University Law School (October 2017)
  • Presenter, “Confidentiality Agreements for 2017 - New Language for New Laws,” ACC NCR Corporate Law Forum (January 2017)
  • Presenter, “Arbitration and Mediation Versus Court: Like Favre Versus Rodgers,” Foley & Lardner LLP (June 2016)
  • Presenter, “Anatomy of a Deal 2016 – Transactional and Securities (M&A) Training,” Foley & Lardner LLP (March 2016)
  • Presenter, “Choosing a Transaction Strategy,” Washington Metropolitan Area Corp, Counsel Assoc. (November 2014)
  • Presenter, “Anatomy of a Deal,” Foley & Lardner LLP (October 2013)
  • Presenter, “WMACCA 2013 Advanced Contracts Conference,” Washington Metropolitan Area Corporate Counsel Association (September 2013)
  • Presenter, “2012 Labor and Employment Law Summit,” Foley & Lardner LLP (October 2012)
  • Presentations sponsored by UBIC and JETRO in Tokyo, Japan; Osaka, Japan; and sponsored by KITA in Seoul, South Korea on U.S. mergers and acquisitions process and best practices. (April 2012)
  • Presenter, “Anatomy of a Deal (Mergers & Acquisitions PG – Business Law),” Foley & Lardner LLP (March 2011)
  • Presenter, “What You Need To Know About Drafting Enforceable Noncompetes,” Avant Resources (September 2010)
  • Presenter, “Protecting Company Trade Secrets,” Avant Resources (June 2010)
  • Presenter, “Anatomy of a Deal (Mergers and Acquisitions Training – Nuts & Bolts of Transactional Securities – Business Law),” Foley & Lardner LLP (October 2008)
  • Presenter, “What You Need To Know About Drafting Enforceable Non-Competes Agreements,” Washington Metropolitan Area Corp. Counsel Assoc. (June 2008)
  • Contributing author, “Partnership and Joint Ventures Involving Tax Exempt Organizations,” John Wiley & Son
  • Co-author, "Asset Protection and Affordable Housing Projects Involving Exempt Organizations," Journal of Asset Protection (May/June 1998)