• Print
  • |
  • |
  • PDF

Contact David

3400 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, OR 97204
T: 503.205.2372

David J. Brandon

Associate

David’s practice focuses on tax and business law, with an emphasis on the tax consequences of significant events and transactions undertaken by for-profit and non-profit organizations. David regularly advises on entity choice, formation, and governance matters, obtaining federal tax-exempt status for non-profit corporations, sales and acquisitions of businesses, state and local taxation, and domestic and cross-border commercial transactions.

General Business
With respect to general business matters, David has formed numerous limited liability companies, partnerships, corporations, and non-profit corporations. He also acts as general outside counsel to emerging businesses, advising with respect to governance practices, assisting with revisions to existing organizational documents, offering equity compensation to key employees, raising capital, and structuring shareholder agreements, buy-sell agreements, and partnership agreements. His experience includes working with buyers and sellers to successfully close taxable and tax-free reorganizations, mergers, acquisitions, stock sales, asset sales, redemptions, and corporate divisions.

Nonprofit & Tax-Exempt Organizations
David frequently works with new or existing non-profit organizations to form new organizations, obtain federal tax exemption under Internal Revenue Section 501(c)(3), 501(c)(4), and 501(c)(6), for example, qualify for and maintain property tax exemption, and navigate the state and local rules governing the operation of non-profit entities. He also has experience handling non-profit mergers, reorganizations, and spin-off transactions.

State and Local Tax
In the area of state and local taxation, David has assisted clients with resolving state and local tax controversies and planning operations to best meet the client’s business needs, while mindful of the unique nature of Oregon and Washington’s respective income, property, sales, use, and Business and Occupation (B&O) taxes.

International
Having lived in South Korea and traveled extensively in and around coastal Asia, David enjoys learning about his client’s commercial and charitable activities abroad. David has assisted clients in navigating the nuances of the U.S. federal income tax consequences of foreign commercial activity, advised clients with respect to structuring multi-national charitable organizations, and assisted U.S. residents with FBAR compliance.

Before joining Miller Nash Graham & Dunn, David served two overseas deployments as an avionics technician in the United States Navy. Afterward, he earned an advanced degree in tax law and worked as a tax consultant with Deloitte Tax LLP in Seattle, where his practice focused on partnership tax and state and local tax.

Representative Experience

  • Represented buyer in (asset purchase) acquisition of Vancouver manufacturing business.
  • Represented buyer in (asset purchase) acquisition of California-based manufacturing business.
  • Represented buyer in (asset purchase) acquisition of Portland area restaurant.
  • Represented seller in sale (stock sale) of significant minority stake in Portland area appraisal business.
  • Represented buyer in (securities purchase) acquisition of minority stake in privately held national avionics manufacturer.
  • Structured merger of limited partnership with and into middle-market Washington financial services corporation.
  • Structured the split off of one division of a personal services corporation to ensure the transaction’s qualification for tax-free treatment under Internal Revenue Code Section 355.
  • Structured split-up of corporation with subsequent combination with a competitor corporation, ensuring the transaction’s tax-free treatment under Internal Revenue Code Section 355.
  • Structured tax-free merger of professional corporation into nonprofit corporation in accordance with Oregon Revised Statutes and Internal Revenue Code.
  • Converted legal entities to other form of entity (for example, converted a limited partnership to limited liability company).
  • Designed and formed multi-tier limited liability company structure for start-up in highly regulated industry.
  • Advised technology start-up regarding choice of entity, Washington Business and Occupation tax compliance, payroll tax compliance, and equity compensation options.
  • Advised multi-member limited liability company with respect to raising capital from minority investors and offering equity compensation to key employees.
  • Advised software developer regarding choice of entity, structured and formed entity.
  • Represented company in raising capital from investors in private offering.
  • Counseled multi-member limited liability company regarding tax consequences of income allocation and distribution alternatives.
  • Structure and form domestic subsidiary of Central American brewery.
  • Prepare agreements documenting U.S. software developer’s resale arrangement with Canadian reseller.
  • Structure and form domestic subsidiary of European renewable energy company.
  • Formed non-profit corporations and assist in obtaining federal tax exemption under Internal Revenue Code Section 501(c)(3), 501(c)(4), and 501(c)(6).
  • Advised executive directors and boards of directors regarding corporate governance issues and revision of organizational documents, including Articles of Incorporation and Bylaws.
  • Negotiated and structured complex consolidation of multiple nonprofit corporations under umbrella of a single “parent” nonprofit corporation. Structured ancillary administrative services agreements and intercompany transactions.
  • Structured tax-free merger of professional corporation into nonprofit corporation in accordance with Oregon Revised Statutes and Internal Revenue Code.