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.

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

A graduate of the Georgetown University Law Center (J.D., 1995), David received his bachelor’s degree from the University of Michigan (B.A., 1992).

Admissions

David is admitted to practice in the District of Columbia, Maryland, Virginia, and before all federal courts in the Washington 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, “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)

Representative Matters

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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.
Assisted Hanger Orthopedic Group, 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. At the same time, Hanger refinanced its credit facility to support the transaction. This matter was handled prior to joining Foley.
Represented Roche Diagnostics GmbH, a subsidiary of F. Hoffmann-LaRoche Ltd, in a merger transaction resulting in Roche’s acquisition of BioVeris Corporation, a publicly traded Delaware corporation. Foley counseled Roche Diagnostics in connection with the acquisition, including the evaluation of patent rights, license arrangements and the relationship between BioVeris Corporation and certain related companies. This acquisition required advice regarding BioVeris’s electrochemiluminescence (ECL) technology which had previously been licensed to Roche Diagnostics. As a result of the transaction, Roche Diagnostics acquired the rights to sell Elecsys instruments for uses and in fields that had previously been excluded from its license with BioVeris Corporation. This acquisition involved advice in several legal areas, including intellectual property, mergers and acquisitions, labor and employment, employee benefits and government contracts.