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David's practice focuses on a wide range of domestic and international tax issues and structures which arise in M&A, restructuring, bank financing and securitization transactions.
He represents public and private corporations and private equity firms on various aspects of taxable and tax-free M&A transactions. He also maintains an active practice in corporate, partnership and international transactions such as domestic and multi-jurisdictional stock purchases, mergers, leveraged buy-outs, spin-offs and joint ventures.
David advises clients in the US and globally on various domestic tax issues related to partnerships, corporations and consolidated groups. He also focuses on both inbound tax issues for non-US companies operating in the US and outbound tax issues for US companies operating outside the US, on topics such as FATCA, FIRPTA, controlled foreign corporations, passive foreign investment companies, foreign tax credits, branch profits tax and tax treaties.
David has extensive experience representing debtors and creditors regarding the tax aspects of bankruptcies, insolvencies and workouts. He represents US and non-US lenders and borrowers in domestic and international bank financing transactions.
In addition, David is actively involved in the Firm's securitization practice, and regularly provides tax advice to arrangers and managers in domestic and international securitization transactions, and in particular, those involving collateralized loan obligations. He has also represented clients in IRS audits and other tax litigation matters, and has helped clients to obtain private letter rulings.
Key private equity clients which have benefited from David's knowledge and insight on tax issues include Boyne Capital Partners, Harvest Partners, Quad-C, Trilantic Capital Partners, HIG Capital and Univar Inc. He has also recently advised clients including Deutsche Bank, Morgan Stanley, JP Morgan, Bank of America and Goldman Sachs on various lending and securitization transactions; Coca-Cola on various M&A matters; and Dynegy Inc. and creditors of LightSquared LP and EFH Corp. on potential restructuring transactions.
Sempra Energy (NYSE: SRE), a Fortune 500 energy services holding company, in its US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80% of Oncor Electric Delivery Company, LLC, an operator of the largest electric transmission and distribution system in Texas. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.
BHI Investments, LLC (BHI), a leading specialty energy services company and portfolio company of Harvest Partners, LP, in the sale of BHI to AE Industrial Partners.
Certain creditors of Ambac Financial Group in a restructuring of certain obligations issued by Ambac.
Morgan Stanley, JP Morgan, GreensLedge Capital Markets and TPG in various collateralized loan obligation transactions.
Harvest Partners in its joint acquisition with Audax Private Equity of CWD Holdings Corp., a distributor of auto parts.
Harvest Partners in its acquisition of EyeCare Services Partners Holdings LLC, an owner/manager of physician practices and ambulatory eye care surgery centers in the US.
Macquarie Capital (as lender, administrative agent and collateral agent) with respect to various credit facilities.
Harvest Partners in its acquisition of PRO Unlimited, a provider of contingent workforce management services and software.
Harvest Partners in its acquisition of Material Handling Services, the largest U.S. provider of brand-independent fleet management and asset management services.
New Tax Law May Result in Additional Taxes for Certain US Persons who Directly or Indirectly Own Equity in a Foreign Corporation, White & Case, March 2018
Chambers Global Practice Guides, Law and Practice – USA, 2019
Determining the Issue Price of a Debt Instrument: Final Treasury Regulations Clarify When Property Is Publicly Traded, White & Case, September 2012
Selecting an Entity for Non-U.S. Investors, Chapter in Transactional Lawyer's Deskbook: Advising Business Entities, 2001, co-author
["Employment capabilities in the UK, Germany and across CEE, including the Czech Republic, Slovakia and Hungary. Praised for its ability to respond quickly to queries involving multiple European jurisdictions." - Chambers Europe-wide (2015)
"White & Case LLP's 'attorneys in this area are excellent and always communicate clearly'. The firm has expertise in all aspects of EBEC and ERISA plan asset rules, as well as tax matters relating to M&A, financings and corporate transactions." - The Legal 500 (2014)
Tax Directors Handbook 2012—US: International Tax