David brings creative thinking to the negotiation table as well as to internal compliance systems. He is known for his success in developing and implementing practical solutions to tax and regulatory requirements that avoid disruption of business processes and minimize tax friction.

David has deep experience in business combinations and restructurings, including REIT formation and conversion transactions, with expertise in "operationalizing" REIT structures in nontraditional real estate verticals. His practice focuses on structuring real estate transactions, including REIT transactions, structuring mergers and acquisitions, international tax planning for multinational clients and other tax planning for business entities. Prior to joining Sullivan, David concentrated on corporate law, primarily mergers and acquisitions, securities law and advice to private companies.

Representative Client Work

  • U.S. tax counsel to the first pure-play U.S. office REIT to be listed in Asia for its Singapore IPO, initial and subsequent investments, and ongoing U.S. tax compliance matters, including critical global restructuring in response to the Tax Cuts and Jobs Act
  • Designed key components of REIT qualification compliance strategy for three public companies in non-traditional real estate verticals with a combined market cap of over $75 billion
  • Drafted and negotiated definitive agreements for acquisitions, joint ventures and other partnerships and debt facilities, including engaged as special tax counsel for:
    • A 368(a)(1)(A) acquisition of a public non-traded REIT for $3 billion (cash and stock)
    • An acquisition of the rights to over 11,000 communications towers for $5 billion
    • An acquisition of a private REIT for $4.8 billion
    • An asset acquisition of data centers for $3.6 billion
  • Oversaw foreign counsel and coordinated global legal advice for the implementation of integration and compliance strategies in connection with a $3.8 billion acquisition
  • Collaborated with in house legal, tax and operations teams to bring new business products online within complex regulatory regimes
  • Among primary draftspersons on cutting-edge IRS private letter ruling requests
  • International tax planning associated with public companies’ global structuring and acquisitions, including advising on global entity structure and on business integration plans
  • Led a multinational team of lawyers and tax advisors to design acquisition structures for a U.S. company’s purchase of hotels in Chile, Colombia, Mexico and Uruguay from a Spanish seller

Bar & Court Admissions

  • Minnesota
  • Massachusetts

Education

  • J.D., cum laude, University of Michigan Law School
  • B.A., cum laude, Claremont McKenna College

Community Engagement

  • American Bar Association, Tax Section
  • Boston Bar Association, Tax Section, International Tax Committee
  • International Fiscal Association (New England Region)
  • Former member, Boston University Institutional Animal Care and Use Committee

Awards & Honors

  • The Legal 500 U.S. (2013-2016, 2018)
  • "Rising Star," Massachusetts Super Lawyers, (2009-2017)

Seminars & Presentations

  • "Real Estate Investment Trusts & Distribution Infrastructure," California Public Utilities Commission Workshop (March 4, 2013)
  • "Attribution of Profits to a Dependent Agent Permanent Establishment," 66th Congress of the International Fiscal Association (October 3, 2012)
  • "United States International Tax Law Developments," 5th Annual Worldwide Tax Update (May 15 and 16, 2012)
  • "U.S. Tax Issues in Structuring Foreign Operations," Council for International Tax Education, U.S. International Tax Reporting & Compliance (August 2008)
  • "International Update," Tax Executives Institute, New England Chapter, Federal Tax Update, (September 2006)

Practices

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