David J. Brandon
David Brandon is a tax and business attorney who regularly counsels business enterprises, nonprofit organizations, and investors with respect to the tax aspects of domestic and cross-border mergers, acquisitions, sales, joint ventures, commercial transactions, financings, reorganizations, spin-offs, and other significant transactions. In this context he aids clients in structuring tax-free reorganizations, crafting transfer pricing strategies and applying tax treaty principles, implementing strategies responsive to U.S. tax reform, and, where appropriate, counseling clients with respect to obtaining tax opinions and letter rulings.
Having lived in South Korea and traveled in and around coastal Asia, David enjoys learning about his client’s commercial and charitable activities abroad and has experience assisting U.S. persons abroad and non-U.S. persons in the United States. David frequently works with nonprofit organizations seeking to advance their philanthropic missions domestically and worldwide by assisting with global organizational structuring, grant agreements, equivalency determinations, fiscal sponsorships, “friends of” organizations, and tax exemption matters.
Mergers, Acquisitions & Divestitures Plus
Act as counsel to buyers in acquisitions of manufacturing businesses in Washington, Oregon, and California.
Act as counsel to sellers in sales of software development, hospitality, and 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 businesses in Washington and Oregon.
Act as tax counsel for renewable energy company in negotiating significant investment from strategic investor.
International & Cross-Border Plus
U.S. Activities of Non-U.S. Persons:
- Joint Ventures: Act as U.S. tax counsel for Malaysian manufacturer entering U.S. joint venture, and as counsel for U.S. distributor entering joint venture with Finnish and Russian co-venturers.
- Acquisitive Transactions: Act as U.S. tax counsel for Canadian acquirers of U.S.-based businesses and assets.
- Subsidiary Transactions: Evaluate application of tax treaties and form U.S. subsidiaries for franchisors located throughout the Pacific Rim, including Australia, Canada, and South Korea.
Foreign Activities of U.S. Persons:
- Philanthropy: Advise U.S. charities with respect to funding operations of an affiliated organization in Rwanda, forming and operating an affiliated organization in Colombia, and conducting direct operations in Liberia.
- Commercial Transactions: Prepare agreements for U.S. software developer’s resale arrangement with Canadian resellers. Advise multinational business groups with respect to structuring and applying transfer pricing principles to intercompany commercial and financial transactions.
- International Expansion: Counsel U.S. businesses relating to the U.S. tax consequences of structuring commercial operations in such locations as Brazil, Canada, Chile, China, Costa Rica, Mexico, and Nicaragua. Advise U.S. businesses with respect to export incentives and tax reduction strategies, including IC-DISC structures, FDII deductions, and foreign tax credits.
- Private Equity/Venture Capital Fund Investments: Advise U.S. foundations and investors with respect to investment in domestic and foreign investment funds. Review fund and investment documents, evaluate legal and tax risks, and negotiate side letters protecting client interests.
Nonprofit & Tax-Exempt Organizations Plus
Form 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).
Structure complex consolidation of multiple nonprofit corporations under umbrella of a single “parent” nonprofit corporation. Structure ancillary administrative services agreements and intercompany transactions.
Advise with respect to international funding arrangements, expenditure responsibility, equivalency determinations, and global organizational structures.
- Oregon State Bar, member
- Taxation Section
- Executive Committee, 2020-present
- Laws Committee
- Taxation Section
- Washington State Bar Association, member
- Tax Section
- Business Law Section
- American Bar Association, member
- Section of International Law, International Tax Committee Steering Group
- Taxation Section
- Lewis & Clark Small Business Legal Clinic, pro bono attorney
- Serendipity Center Inc., past board member
- Selected for inclusion in Best Lawyers: Ones to Watch in Tax Law, 2021
- Awarded “Mentor of the Year” by the New Tax Lawyers Committee of the Oregon State Bar Tax Section, 2018
- Recognized as "Attorney of the Year" by Lewis and Clark's Small Business Legal Clinic, 2017
- Selected for inclusion as an Oregon Super Lawyer—Rising Stars, 2017-present
Outside the Office
David enjoys fly-fishing, Gonzaga basketball, bird-watching, and playing with his five imaginative children.