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.