David J. Zylka, Esq.

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David focuses his practice on investment management matters and corporate transactions, primarily representing private fund sponsors and investors in connection with the structuring of, and investment into, various types of private investment funds including private equity, hedge, commodity/derivatives, real estate, crypto/digital asset, and opportunity zone funds.  He also counsels investment industry professionals and market participants regarding SEC and CFTC regulatory compliance, securities and crypto/digital asset transactions, and entity formation. Additionally, David has experience advising clients in M&A, multilateral transactions, FinTech product development and licensing, and general corporate matters. 

David has a unique and diverse legal background which enables him to effectively counsel and advise a wide range of clients, regardless of size, industry, or sophistication.  Prior to joining Frost Brown Todd, David has held positions as in-house counsel to a government contractor specializing in cyber and defense matters, as an associate at a boutique investment management law firm, and as an associate in the investment management departments of several large law firms.

Private Funds Matters 

David regularly advises both private fund sponsors and investors in various private fund matters, including: 

• With respect to private fund sponsors, fund formation and organizational structuring, including the preparation and negotiation of limited partnership agreements, operating agreements, private placement memorandum, subscription agreements, shareholder agreements, investment adviser agreements, and side letters.
• With respect to private fund investors, investing entity formation/selection, offering document review, side letter negotiation, and secondaries transactions. 
• Ongoing legal compliance and governance matters.

Investment Management & Regulatory Matters 

David also advises investment industry professionals in various investment management and regulatory matters, including:

• Investment adviser, commodity trading adviser, and commodity pool operator registrations and exemption filings. 
• Securities and crypto/digital asset transactions. 
• SEC and CFTC regulatory compliance and enforcement investigations. 

Corporate & FinTech Matters 

David also advises clients with respect to various matters involving corporate transactions, crypto/digital assets, and FinTech products, including: 

• Proprietary product development and licensing.
• Joint venture and cross-border transactions.
• M&A transactions. 
• New crypto/digital asset offerings. 
• Corporate governance matters

Work History 

• Assisted fund sponsors in the successful launch of over thirty private investment funds.
• Reviewed fund documentation and negotiated investor side letters in conjunction with investments into over fifty private investment funds, with client capital commitments in excess of $2.0 billion.
• Reviewed fund documentation and negotiated investor side letters in conjunction with a client’s concurrent investment into three opportunity zone funds to achieve a $54 million tax reduction.
• Provided SEC and CFTC regulatory support underlying two multilateral M&A deals that involved the acquisition of registered investment and commodity trading advisers, valued in excess of $500 million. 
• Drafted and negotiated all documentation underlying the development and licensing of a proprietary FinTech product utilized by over 3,500 client customers.

Education 

• American University, Washington College of Law, J.D., 2014 

Assistant Managing Editor, Modern American Brief

Senior Staffer, Criminal Law Brief

• Michigan State University, B.A., Political Theory & Constitutional Democracy;
  • Specialization in Science, Technology, & Environmental Public Policy, 2011 

Courts 

• United States District Court for the Eastern District of Virginia 

Professional Affiliations 

• Virginia Bar Association 
• District of Columbia Bar Association Major 

Publications 

• “International public offerings,” co-author in India Business Law Journal (2022) View Article