PRACTICE

Taxation

Dave’s taxation practice emphasizes tax controversy, tax-related bankruptcy matters, estate planning, real estate and related litigation. Dave does extensive tax, bankruptcy and estate planning for his clients to minimize taxes and to protect assets.

Tax Controversy

Dave represents individuals and businesses with tax controversy matters before the federal and state taxing authorities. Dave regularly represents taxpayers in civil matters before the Internal Revenue Service Examination and Appeals Divisions and the U.S. Department of Labor, Wage and Hour Division. Dave’s state tax practice focuses on controversy work involving income, employment, and transfer taxes imposed and enforced by California state agencies, including the Franchise Tax Board, State Board of Equalization, Employment Development Department, and Department of Labor. Dave’s areas of expertise includes civil tax audits, administrative appeals, collection disputes and civil tax litigation before the U.S. Tax Court.

Dave has litigated a wide range of tax issues, including:

•   employee-independent contractor status
•   business expenses
•   innocent spouse relief
•   real property tax assessments
•   refunds
•   qualified small business stock
•   minimum wage and overtime
•   reasonable compensation
•   civil fraud and accuracy related penalties

Dave's tax collection defense experience includes handling:

•   collection due process hearings to prevent levies
•   lien foreclosure lawsuits
•   negotiating installment agreements
•   offers in compromise

Tax Planning

The tax planning practice encompasses virtually all areas covered by the Internal Revenue Code and the California Revenue and Taxation Code. This includes counseling and planning in connection with the taxation of corporations, partnerships, trusts, real estate, and tax-exempt organizations. Dave acts as tax counsel on an ongoing basis for corporations, partnerships, limited liability companies, and individuals. engaged in businesses such as retail sales, manufacturing, fashion, restaurants, software and data licensing, and computer technology.

Dave also counsels clients on the change of ownership rules for clients transferring real property to prevent triggering a full or even partial reassessment by a county assessor under Proposition 13.

Estate Planning

Dave strives to create estate plans that satisfy clients' objectives in transferring wealth, while simultaneously reducing the costs of these transfers by avoiding probate and reducing the burdens of estate, gift, and generation-skipping transfer taxes. Estate Planning often encompasses the resolution of unique income, gift, estate, and generation-skipping tax concerns. Some of the estate planning vehicles that are used include irrevocable life insurance trusts and grantor retained annuity trusts. Dave’s estate planning practice includes the advising and preparation of the following:

•   Wills and revocable living trusts
•   Irrevocable life insurance trusts
•   Grantor retained annuity trusts
•   Charitable remainder trusts
•   Family limited partnerships and LLCs
•   Durable Powers of Attorney and Advance Health Care Directives
•   Personal gifting strategies
•   Business transfer strategies
•   Generation-skipping transfer tax planning


Bankruptcy

Dave’s bankruptcy practice specializes in handling the tax aspects of bankruptcy. Many lawyers and law firms handling bankruptcy cases neglect or improperly advise their clients concerning the treatment of taxes in bankruptcy. As a result, many of the Dave's bankruptcy cases are the result of referrals from other attorneys less familiar with the rules governing taxes in bankruptcy. In addition, Dave handles tax matters that have been mishandled by other bankruptcy counsel and where the government has refused to release tax liens and continues to pursue collection. In most such cases, Dave is able to resolve the tax issues in a manner that is favorable to the client.

Through careful planning, taxes can be discharged in bankruptcy and by filing a short-year tax return and by using other strategies taxpayers can take advantage of the bankruptcy laws and repay their tax debts through a court approved bankruptcy plan. Dave’s bankruptcy practice includes filings under Chapter 7, Chapter 13 and Chapter 11. Dave has also litigated a wide-range of issues in bankruptcy and in adversary proceedings, including:

•   Avoidance of tax liens
•   Dischargeability
•   Preferences
•   Claim objections

Real Estate

Dave also counsels clients on the change of ownership rules for clients transferring real property to prevent triggering a full or even partial reassessment under Proposition 13.

Dave also advises clients regarding tax consequences arising form sales, foreclosures and short-sales of commercial and residential real property. Such sales may result in surprising tax liability as well as personal liability to banks for sellers, which in some circumstances may be avoided with proper planning.

Business Law

Entity Formation

Dave acts as outside general counsel to businesses, where he advises corporations and partnerships in transactional matters, including tax planning, formation of entities, sales and acquisitions, spin-offs, founder buyouts, and like-kind exchanges. He also advises non-profit organizations with formation and compliance matters.

Dave’s business law practice can assist you in selecting the right business entity for your business start-up or professional practice. Dave offers assistance with the selecting and forming the following types of entities:

•   Limited Liability Company (LLC)
•   Professional Limited Liability Company (PLLC)
•   Corporation (C-corporation and S-corporation)
•   Non-profit Corporation
•   Professional Corporation (PC)
•   Professional Association (PA)
•   Limited Partnership (LP)
•   Limited Liability Partnership (LLP)


General Counsel

Dave’s general counsel practice, includes the following services:

•   Drafting board and shareholder written consents
•   Advising on corporate governance issues
•   Qualifying the corporation as a foreign entity in jurisdictions where its conduct of business so requires
•   Amending, articles of incorporation, bylaws and operating agreements
•   Transactional contract support: reviewing, revising, drafting and negotiating inbound and outbound agreements with vendors, service providers, officers, consultants, customers, partnering agreements, and lenders and generating online terms of use and privacy policy statements, services agreements and vendor/supplier agreements
•   Drafting and structuring of equity and non-equity based incentive compensation and stock option plans and individual equity awards
•   Reviewing, revising and negotiating commercial property lease agreements
•   Preparing and negotiating employment, separation and severance agreements
•   Preparing restricted stock purchase agreements as incentives for independent contractors
•   Representing the company in venture finance rounds, including reviewing, negotiating and drafting financing transaction documents and supporting due diligence production and control
•   Causing government filings, including exempt security transaction notice filings, annual company statements and the like to be prepared and filed

Dave also provides the following services for shareholders of publicly traded companies:

•   Section 16b Form 3, 4 and 5 filings
•   Drafting Rule 144 opinion letters

Intellectual Property

Trademark

Dave also has experience in trademark and copyright registrations, as well as representing parties in trademark disputes, which includes litigating trademark cases before the Trademark Trials and Appeals Board (TTAB), and federal trial and federal appellate courts. He regularly advises clients on the adoption of trademarks and the licensing of trademarks and other intellectual property.

Licensing

Dave has vast experience crafting licensing agreements that protect companies’ intellectual property while optimizing revenue. Licensing agreements are particularly important to clients in the manufacturing, computer software and fashion industry. The advantages of licensing a product are many. A well-drafted licensing agreement will control who uses your product and how they use it; how the licensing fee is structured; and limit where and how a product is used.



Litigation

Aside from the litigation experience related to tax and bankruptcy matters, Dave also has experience in general civil litigation, and has represented clients in cases involving breach of contract, wrongful termination, securities fraud, breach of fiduciary duties, conversion, fraud, and other matters. He has also represented clients in arbitration proceedings before FINRA and other arbitration organizations. Dave also advises litigants about the tax treatment of damage awards and settlements.