David Miller advises on the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers and acquisitions, multinational corporate groups and partnerships, private equity and hedge funds, bankruptcy and workouts, high-net-worth individuals and families, and public charities and private foundations.
He has been ranked the top U.S. tax lawyer for ten consecutive years by United States Lawyer Rankings, a guide established by a consortium of U.S. corporations. He is listed in Chambers Global's The World's Leading Lawyers, Chambers USA: America's Leading Lawyers, The Best Lawyers in America, and The Legal 500.
David was Chair of the New York State Bar Association's Tax Section in 2008. He is a recipient of The Burton Award for Legal Achievement, which recognizes exceptional legal writing. He is also a member of the Tax Forum.
David has represented more than two hundred charities on a pro bono basis. In 2011, he was named as one of eight Lawyers Who Lead by Example by the New York Law Journal. David has also been recognized for his pro bono work by The Legal Aid Society, Legal Services for New York City, and New York Lawyers For The Public Interest.
A summa cum laude graduate of the University of Pennsylvania, David graduated from Columbia University Law School, where he was a Notes and Comments Editor of the Columbia Law Review and a Harlan Fiske Stone Scholar. He was a clerk to the Honorable Mary M. Schroeder of the U.S. Court of Appeals for the Ninth Circuit during the year following law school. He received his LL.M in Taxation from NYU School of Law.
David teaches Tax Policy at NYU School of Law. He previously taught The Taxation of Financial Instruments at Columbia Law School.
A frequent author, David has written a number of articles and chapters, including, “Reforming the Taxation of Exempt Organizations and Their Patrons, ” 67 The Tax Lawyer 451 (Spring 2014); The U.S. Federal Income Tax Treatment of Hedge Funds, Their Investors, and Their Managers, The Tax Lawyer(August 2012) (with Jean Bertrand); How U.S. Tax Law Encourages Investment Through Tax Havens, 131 Tax Notes 167 (April 11, 2011); The U.S. Federal Income Tax Treatment of Insurance Linked-Securities (Chapter 25) in The Handbook of Insurance-Linked Securities (Wiley 2009) (with Shlomo Boehm); An Alternative to Codification of The Economic Substance Doctrine, 123 Tax Notes 747 (May 11, 2009); A Progressive System of Mark-to-Market Taxation, 121 Tax Notes 213 (October 13, 2008); The Federal Income Tax Treatment of Credit Derivative Product Companies, Tax Forum No. 602 (November 5, 2007); A Progressive System of Market-to-Market Taxation, 109 Tax Notes 1047 (November 21, 2005); Credit Derivatives: Financial Instruments or Insurance? And Why it Matters, Taxation of Financial Products (Winter 2002); Distinguishing Risk: The Disparate Tax Treatment of Insurance and Financial Contracts in a Converging Marketplace, 55 Tax Lawyer 481 (Winter 2002); An Overview of the U.S. Federal Income Tax Treatment of Collateral Debt Obligation Transactions, 17 Journal of Taxation of Financial Institutions 27 (July/August 2001) (with Linda Beale and Paul Wysocki); Snake in the Box: The Hazards of Policymaking With 'Anti-Abuse' Rules, 88 Tax Notes 107 (October 2, 2000); The Strange Materialization of the Tax Nothing, 87 Tax Notes 685 (May 1, 2000); Reconciling Policies and Practice in the Taxation of Financial Instruments, 77 Taxes 236 (March, 1999); An Overview of the Taxation of Credit Derivatives (Chapter 3) in The Use of Derivatives in Tax Planning (Frank J. Fabozzi & Robert P. Molay, editors) (1998); Taxpayers' Ability to Avoid Tax Ownership: Current Law and Future Prospects, 51 The Tax Lawyer 279 (1998); The Tax Nothing, 74 Tax Notes 619 (February 3, 1997); and The Federal Income Tax Consequences of Guarantees: A Comprehensive Framework for Analysis, 48 The Tax Lawyer 105 (1994).
David's experience includes representation of:
•Canada Pension Plan Investment Board (CPPIB) in connection with the financing of its $12 billion acquisition of Antares Capital, GE Capital's private equity lending unit.
•Mercuria in its acquisition of J.P. Morgan's physical commodities business.
•Forbes Media in its sale of a majority equity interest to a group of international investors led by Integrated Asset Management (Asia) Limited.
•elan Corporation in its $8.6 billion acquisition by Perrigo Company.
•elan Corporation in the $3.25 billion sale of its interest in Tysabri to Biogen Idec.
•Brandon Point Industries in connection with its formation and its acquisition of interests in Viamet, An2H and EMBA Medical.
•Credit Suisse in connection with a $50 million royalty bond financing for Zealand Pharma A/S.
•Oak Hill Advisors in connection with the formation of a fund, its acquisition of over $600 million of delinquent debt from Freddie Mac, and a securitization of distressed debt securities.
•EDF Trading Resources in connection with a joint venture with a subsidiary of Alpha Natural Resources in the Marcellus Shale formation.
•The management of Cloud Peak Energy in connection with Cloud Peak's separation from Rio Tinto and subsequent initial public offering.
•Avenue Capital in connection with an online gaming joint venture with 888 Holdings plc.
•Brookfield Office Properties in a joint venture with Broadway Partners to acquire 450 West 33rd Street, an office tower located adjacent to the planned Hudson Yards District in New York, New York.
•Credit Suisse in connection with the launch of Credit Suisse Mexico Credit Opportunities Trust, a $420 million closed-end structured credit trust.
•Credit Suisse in connection with the launch of its $1 billion Emerging Markets Credit Opportunity fund.
David has advised on tax aspects of over 1, 000 structured notes with aggregate principal amount in excess of $1 billion; over 270 CLO transactions; and over 115 catastrophe bond transactions. David has also advised on tax aspects of numerous CDO transactions.
David has represented AllianceBernstein, AXA, Credit Suisse, Highbridge Capital Management, Highfields Capital Management, Invesco, Magnetar Capital, Och-Ziff Capital Management, Sandton Capital Partners, Societe Generale and The Renco Group, among others.
David also provided expert witness services in MBIA Insurance Corp. v. Patriarch Partners VIII LLC et al., No. 1:09-cv-03255.
News & Resources
• Cadwalader Advises Magnetar Capital on its Investment in Finacity's New Business Oct 30, 2015
• Trump, Clinton Lines on Hedge Fund Tax Payments Puzzle Experts Sep 29, 2015
• Cadwalader Attorneys Recognized in 2015 New York Super Lawyers and Rising Stars Lists Sep 17, 2015
Clients & Friends Memos
• The PATH Act Dec 28, 2015
• The Handbook of Insurance-Linked Securities
The Handbook of Insurance-Linked Securities provides information on a type of securities, which, by combining elements of insurance and capital markets, provide an alternative channel for transferring risk and raising capital.
• Reforming the Taxation of Exempt Organizations and Their Patrons Apr 01, 2014
• Twin Cities Alternative Investment Tax Roundtable May 20, 2015
• Quorum: February 2015 V3N1 Feb 11, 2015
Hon. Mary M. Schroeder
U.S. Court of Appeals, 9th Circuit