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Contact David

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

David J. Brandon

Partner

David Brandon is a tax and business attorney whose practice focuses on the tax consequences of significant events and transactions undertaken by for-profit and nonprofit organizations. David regularly advises on entity choice, formation, and governance matters, obtaining federal tax-exempt status for nonprofit corporations, sales and acquisitions of businesses, and domestic and cross-border transactions.

David has formed numerous limited liability companies, partnerships, corporations, and nonprofit corporations. He also acts as general outside counsel to businesses and nonprofits alike, 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.

Representative Experience

David works with buyers and sellers to plan and successfully close taxable and tax-free reorganizations, mergers, acquisitions, stock sales, asset sales, redemptions, and corporate divisions.
  • Act as counsel to buyers in acquisitions of manufacturing businesses in Washington, Oregon, and California.
  • Act as counsel to sellers in sales of professional services businesses in Washington and Oregon.
  • Act as tax counsel to regional banks and financial institutions with respect to structuring and executing tax-free mergers and acquisitions.
  • Structure spin-off, split-off, and split-up transactions for professional services businesses in Washington and Oregon.
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 for U.S. persons doing business abroad and non-U.S. persons doing business in the United States.
  • U.S. Activities of Non-U.S. Persons:
    • Counseled non-U.S. persons and businesses relating to the U.S. tax consequences of commercial operations in the United States, including application of income tax treaties, and structured and formed domestic subsidiaries/affiliates for non-U.S. businesses from a variety of countries, including Australia, France, Japan, Peru, South Korea, and Nicaragua.
    • Act as U.S. tax counsel for non-U.S. acquirer of U.S.-based businesses and assets.
    • Counseled domestic entities in financing transactions involving non-U.S. investors from a variety of countries, including Canada, Japan, and China. 
  •  Outbound operations:
    • Prepared agreements for U.S. software developer's resale arrangement with Canadian resellers.
    • Counsel U.S. persons and businesses relating to the U.S. tax consequences of commercial operations in such locations as Canada, Chile, China, Costa Rica, Mexico, and Nicaragua, and implement tax-efficient corporate structures.
David has aided many clients to form nonprofit corporations, merge or reorganize nonprofit corporate structures, dissolve or divest assets, and obtain federal income tax exemption.
  • Formed nonprofit corporations and assist in obtaining federal tax exemption under Internal Revenue Code Section 501(c)(3) (charities), 501(c)(4) (social benefit organizations and homeowner associations), and 501(c)(6) (industry associations and chambers of commerce).
  • Structured complex consolidation of multiple nonprofit corporations under umbrella of a single “parent” nonprofit corporation. Structured ancillary administrative services agreements and intercompany transactions.
  • Structure and execute mergers and reorganizations of nonprofit corporations, including mergers with business corporations and professional corporations.