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 Experience David's recent representative experience includes: Acquisitions and Dispositions · 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 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, "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) · 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) News Sutherland Represents Underwriters including Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, in $133.3 Million IPO by Business Development Company
February 8, 2011 Sutherland Advises Schoeller-Bleckmann Oilfield Equipment AG in Acquisition of Drilling Systems International Ltd.
September 17, 2010 Sutherland Serves as Counsel to Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
August 17, 2010 Sutherland Represents Solar Capital Ltd. in Initial Public Offering
April 28, 2010 Sutherland Represents Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
April 26, 2010 Sutherland Represented Patriot Capital Funding in Merger with Prospect Capital
December 7, 2009 Sutherland Elects New Partners and Counsel
February 5, 2009 Legal Alerts Legal Alert: Regulatory Watch List for 2012: The Shifting Landscape for Hedge Funds and Other Private Funds
February 8, 2012 Legal Alert: LB&I Internal Directive Limits Application of the Economic Substance Doctrine and Related Penalties, but Raises Concerns about Transparency and Consistency of Process
July 21, 2011 Legal Alert: Revision of RIC Tax Rules
December 23, 2010 Legal Alert: Not Much Substance in IRS Interim Guidance on Codification of the Economic Substance Doctrine
September 14, 2010 Legal Alert: FATCA Proposed Legislation Enacted as Part of HIRE Act
March 18, 2010 Legal Alert: Significant Changes Made to FATCA Legislation as Part of House Passed Extenders Bill
December 11, 2009 Legal Alert: "Extenders" Legislation to Change the Taxation of Carried Interests
December 9, 2009 Legal Alert: Significant Proposed Legislation Would Increase Compliance Costs for U.S. Payors and Impact Worldwide Recipients of U.S. Source Income
November 10, 2009 Events 2011 BDC Roundtable
September 12-13, 2011 TEI St. Louis Chapter Meeting
November 17, 2010 Sutherland Tax Education Series VIII
June 16, 2010 Hedge Fund Roundtable
June 11, 2009 2008 Tax Executives Institute (TEI) Region II Tax Forum
June 17, 2008 Baltimore/Washington TEI Chapter Meeting
June 2, 2008 Harrisburg Chapter TEI Conference
September 19, 2007 Taxation Section and Real Property Probate and Trust Law Section Joint Fall CLE Meeting, American Bar Association
September 2003 Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy, ALI-ABA
July 2003 |