David Gitlin

Biography

David Gitlin has more than forty years of law firm experience. David has been ranked by Chambers and Partners as a leading M&A lawyer in Pennsylvania for 16 years and has also been ranked as a top venture capital attorney, and Philadelphia Business Journal 2021 Best of the Bar: Philadelphia's Top Lawyers. David has represented clients in over 300 M&A deals in 18 countries. He has handled over 100 exits, including several IPOs. His main areas of concentration are M&A and venture capital transactions. He has extensive experience representing foreign companies acquiring businesses or raising capital in the United States, and U.S. clients acquiring businesses overseas. He is on the board of the Philadelphia-Israel Chamber of Commerce, where he previously served as President. He is fluent in Hebrew and Spanish and has active European and Israeli practices that include M&A, Venture Capital, and Capital Markets work.

Client Experience

• Large multinationals on cross-border deals

• Multi-generational private companies in planning and executing a liquidity event

• U.S. companies seeking to expand overseas and foreign companies seeking to expand in the U.S.

• Venture capital funds and angel investors

• Scores of startups in all phases of their growth and development

• Technology transfer offices and other technology-related transactions

Representative Matters

• In a cross-border transaction, RCCB represented dss⁺, a leading global provider of operations management consulting services based in Geneva, Switzerland, in the acquisition of U.S.-based ADS System Safety Consulting, LLC, including the rollover of a portion of the sale proceeds into an affiliate of dss⁺. The transaction positions dss+ to now have more than 1,200 full-service employees and experts serving its global client base. This was a strategic move for our client, and RCCB assisted with deepening the client’s operational risk management capabilities, expanding its technical safety, security, and fire-protection engineering knowledge, and diversifying its services in the public transport, aviation, space, and autonomous and electric vehicle sectors.
• RCCB represented IT consultancy, Enable Consulting, in the sale of 100% of its membership interests to Prolifics, a global digital engineering leader. This strategic partnership will empower Prolifics to enrich and accelerate its various client offerings, including those in Salesforce engineering and AI-powered analytics (among others), while offering customized, innovative, and growth-oriented solutions. 
• Represented a consortium of two Israeli medical device companies and one private equity fund in the acquisition of substantially all of the assets of an Iowa company that manufactures a closed system transfer device used in chemotherapy. 
• Represented a US client in the sale of its technology platform, family office network and conference business to a global financial services provider.
• Represented Astor Wines, the largest wine and liquor retailer in New York, in connection with the sale of its shares to an Employee Stock Ownership Plan. 
• Served as lead counsel to Lidorr Elements Ltd., in conjunction with the Gornitzky law firm in Israel, in its strategic sale to Azelis Group NV, a global service provider located in 57 countries. 

• Served as U.S. counsel to the shareholders of Habonim Industrial Valves & Actuators LTD in the sale of Habonim to ITT Industries Luxemburg SARL, for the sum of $140M. Habonim is an Israeli company with global operations, including the U.S. The controlling shareholder of Habonim was Tene Investment Funds, a leading Israeli private equity firm. The transaction closed in April 2022.

• Represented Open Ocean, a Finnish venture capital fund, in its $10.5 million Series A investment in Surlogs, Inc., a U.S. healthcare information technology company.

• Acted as U.S. counsel for Cellect Biotechnology, Ltd., an Israeli company traded on NASDAQ , in connection with its merger with Quoin Pharmaceuticals, Inc. and with the sale of its subsidiary, Cellect Biotherapeutics, Ltd. to EnCellX, Inc.

• RCCB acted as local U.S. counsel on behalf of an Israeli private equity fund, an Israeli technology solutions company and a group of minority shareholders in the sale of all the stock of a leading international provider of turnkey parking site solutions to an Italian multinational leader in the automation and vehicle and pedestrian access control sector for approximately $135 million. The client had two wholly-owned U.S. subsidiaries and generated a majority of its revenue within the U.S., and RCCB provided counsel with respect to the U.S. aspects of the Stock Purchase Agreement, Hart-Scott-Rodino analysis, corporate governance, diligence and related transaction matters.

• Represented a global financial services provider in an agreement to acquire a technology platform, family office network and conference business.

• In a cross-border matter, we represented a global consulting firm based in Geneva, Switzerland in its acquisition of a Boston-based consulting firm and a London-based consulting firm. 

• Represented the shareholders of a Finnish-based company, in their sale of the company to SAP SE. 

• Represented a leading global digital engineering and software development public company with an NYSE market capitalization in excess of $9 billion and more than 30,000 employees in over 25 companies in its acquisition of an Israeli technology company and its U.S. subsidiary with big data, software development and cloud migration expertise. The company regularly relies on RCCB for counsel on some of its most significant and complex customer relationship and partner deals, and RCCB is integrated into the international legal structure to maximize business goals, as well as efficiency, timeliness, and cost-effectiveness. The deals are often complex, fast-paced and in high volumes.  RCCB is frequently called upon to manage the deal process, including coordination of multiple internal and external stakeholders.

• Served as primary outside counsel to a group of commonly controlled investment funds, as well as a related family office and philanthropic foundation. We represented the client in a myriad of corporate and commercial agreements, including fund formation documentation, corporate governance agreements and investment agreements.

• Represented the shareholders of a healthcare company in the sale of the company to another healthcare entity.

• Represented the owners of two companies in the sale of the companies to a facilities management company.

• Represented a management team consisting of over 600 consultants worldwide in the management buyout of world-class operations consulting services. Following the closing of the management buyout, we handled their first acquisition as an independent company.

• Represented a technology company that specializes in automated quality management systems in connection with its $1.5 million Series A-1 offering.

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• Represented a data analytics company in connection with its $3 million Series B offering.

• Represented North Carolina-based SJF Ventures in its investment in Israeli traffic optimization startup Waycare. SJF led the $7.3 million round, which included a number of other venture funds. Waycare develops an artificial intelligence-based transportation management service to allow first responders to act before accidents develop into traffic jams. Read more at http://bit.ly/2OUuUKu.

• Represented a U.S. venture capital fund in a $4.5M Series A lead investment in an Israeli healthcare technology company.

• Represented an Israeli industrial company known as a world leader in pipe fittings in a $140 million sale to an NYSE-listed US company specializing in the manufacturing and marketing of products for municipal water systems.

• Represented a privately held healthcare management and solutions company in a $3.5 million secured convertible note financing transaction, the proceeds from which will be used to open and expand company-managed health clinics and for other general corporate purposes.

• Represented a U.S.-based materials technology company in connection with the company’s approximately $27 million sale of stock to a Japanese manufacturing company.

• Represented a custom software design company with operations in the U.S. and Israel in connection with a strategic buyer’s acquisition of substantially all of the assets and liabilities of the company.

• Represented the sole shareholder of a web hosting company in connection with the company’s approximately $16 million sale to a public hosting and distribution company.

• Represented Electro-Science Laboratories, Inc. in its acquisition by Ferro Corporation, also involving the concurrent acquisition of Agmet Limited in the U.K. and the assets of their sister corporation in Shanghai, China.

• Advised Venture Fundusz Inwestycyjny Zamknięty, managed by TFI Trigon S.A., in connection with the acquisition of a non-controlling stake in Seed Labs Inc., a U.S.-based corporation involved in the development of an end-to-end smart lighting platform using new transmission protocols.

• Represented Amazon Ventures in a Series D investment in WhoSay, Inc.

• Represented Consol Energy, Inc. in a $3.5 billion sale of Consolidation Coal Company to a subsidiary of Murray Energy Corporation.

• Represented publicly-traded Finnish manufacturing company in its acquisition of a division of a large U.S. company, including the purchase of stock and assets of subsidiaries located in the United States and five foreign countries, and the coordination of closings in different countries across different calendar years.

• Represented a multinational publicly traded Swedish manufacturing company in its acquisition of a division of a Fortune 500 company, including the purchase of stock and assets of subsidiaries located in 12 different countries.

• Represented a multinational publicly traded Indian company in the acquisition of a California corporation.

• Represented Nasdaq-traded CRO in the acquisition of a Finnish corporation for a combination of cash and stock. The transaction involved complex cross-border securities issues.

• Represented Israel-based provider of application problem resolution software in its acquisition by a large U.S. software company, structuring and negotiating a complex stock purchase agreement that incorporated the use of a novel statutory "take along" provision.

• Represented Israel-based leading manufacturer of armored equipment in its acquisition of a Michigan-based defense contractor

• Represented Mid-Atlantic late-stage venture fund in an investment in a rapidly expanding provider of medical market research.

• Represented U.S.-based biotech company in a Series B round investment that was led by a Swiss-based, global life science fund and a leading California-based life sciences investment firm.

• Represented U.S.-based corporation engaged in the development of alternative energy sources in a significant investment by a leading Israeli private equity fund.

• Represented an Israeli-based biotech company in a worldwide license and distribution agreement with a leading Italian pharma company.

• Represented a technology company that specializes in automated quality management systems in connection with its $2.5 million Series A offering.