David Roby, a member of Sutherland’s Tax Practice Group, advises clients on a wide variety of complex federal tax matters with a particular emphasis on partnership, corporate and investment company tax issues. A significant focus of David’s practice is providing advice to clients on all tax issues related to the structuring and operation of domestic and foreign investment companies, funds and partnerships. He regularly advises regulated investment companies, business development companies, hedge funds, private equity funds, venture capital funds, real estate investment funds and real estate investment trusts (REITs).
David also provides advice to domestic and multi-national corporations and businesses concerning various partnership, corporate and consolidated return tax issues, including sales and acquisitions of businesses, mergers and other corporate reorganizations, spin-offs, internal restructurings, and domestic and international joint ventures. His practice includes structuring, negotiating and drafting tax provisions pertaining to the federal tax aspects of purchases and sales of corporations (including consolidated or affiliated groups), subchapter S corporations, partnerships, limited liability companies and other joint ventures. In addition, David provides advice to start-up companies on choice-of-entity and other business structuring issues.
David has experience in all aspects of federal tax controversy and litigation. His practice before the Internal Revenue Service (IRS) includes providing advice on audits and appeals, drafting protests and ruling requests, and negotiating settlements. His litigation experience includes advising on cases in tax court and federal district and appellate courts.
David joined the firm following a two-year clerkship with the Honorable Judge Carolyn P. Chiechi of the U.S. Tax Court.
REPRESENTATIVE EXPERIENCEDavid’s recent representative experience includes:
Acquisitions and Dispositions
- Representing Freepoint Commodities LLC in the acquisition of J.P. Morgan Ventures Energy Corporation from JPMorgan Chase & Co.
- Representing Altria Group, Inc., in its acquisition of UST Inc. from public shareholders, a transaction valued at approximately $11.7 billion.
- Representing Altria Group, Inc., in its acquisition of John Middleton, Inc., from Bradford Holdings, Inc. (an S corporation), for $2.9 billion.
- Representing Eagle Energy Partners LP and its founding members in connection with the sale of Eagle Energy Partners to Lehman Brothers Commodities Holdings.
- Representing Great-West Lifeco, a leading Canadian insurance and investment company, in its $3.9 billion acquisition of Putnam Investments Trust, which operates the Putnam mutual funds complex, from Marsh & McLennan Companies Inc.
- Representing Tiki Hut Holding Company, Inc., an S corporation, in its sale to Playtex Products, Inc.
Public Offerings
- Representing Goldman, Sachs & Co., Wells Fargo Securities and Morgan Stanley in connection with a $100 million initial public offering by New Mountain Finance Corp.
- Representing Solar Capital Ltd. in connection with a $105 million initial public offering.
- Representing a commodity pool operator in establishing United States Oil Fund, LP, a publicly traded partnership that was one of the first AMEX-traded commodity pools investing in oil futures contracts and other oil interests.
- Representing Compass Diversified Trust in the $202.5 million initial public offering featuring a unique vehicle for public funding of private equity.
- Representing Fifth Street Finance Corp., a business development company, in connection with its $140 million initial public offering.
Litigation
- Representing Honeywell, Inc. (f/k/a AlliedSignal Inc.), in ASA Investerings v. Commissioner (U.S. Tax Ct. and D.C. Cir.).
- Representing Altria Group, Inc., in Altria Group Inc. v. United States (S.D.N.Y.).
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- Member, Partnership and LLC Committee, Taxation Section, American Bar Association
- Member, Taxation Section, District of Columbia Bar
RECENT PUBLICATIONS
- Co-author, “Revision of RIC Tax Rules,” Practical U.S./Domestic Tax Strategies (November 2010)
- Co-author, “Recent FSA Reviews Special Allocations Front Loading Deductions to U.S. Partner and Income to Foreign Partner,” Taxation of Global Transactions (Winter 2002)
- Author, “Municipal Bankruptcy: Will Labor Be Forced to Take the Proverbial Haircut?” 26 Georgia Law Review 959 (1992)
- Speaker, “Over the Hedge: Current Tax Considerations in the Structure and Operations of Hedge Funds and Other Private Funds,” Webinar (July 17, 2012)
- Speaker, “Economic Substance,” “Developments and Trends Impacting Business Transactions,” and “Washington Legislative and Administrative Outlook,” Tax Executives Institute, Inc., St. Louis Chapter (November 17, 2010)
- Speaker, “Section 7701(o) - The Newly Codified Economic Substance Doctrine,” Tax Education Series VIII (June 16, 2010)
- Speaker, “Foreign Account Tax Compliance Act of 2009,” Webinar (December 1, 2009)
- Panelist, Hedge Fund Roundtable (June 11, 2009)
- Speaker, “Economic Substance Doctrine Update—Review of Recent Cases and Proposed Legislation,” 2008 Tax Executives Institute (TEI) Region II Tax Forum (June 17, 2008)
- Speaker, “Planning with Partnerships,” Baltimore/Washington TEI Chapter Meeting (June 2, 2008)
- Speaker, “What Happens When Tax Controversy Leads to Litigation?” Harrisburg Chapter TEI Conference (September 19, 2007)
- Speaker, “Cross-Border Issues Affecting Investments in Real Estate,” Taxation Section and Real Property Probate and Trust Law Section Joint Fall CLE Meeting, American Bar Association (September 2003)
- Speaker, “Allocations of Partnership Income, Gains, Losses, and Liabilities,” Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy, ALI-ABA (July 2003)
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