Attorneys
Attorneys

David M. Kall

Member

Practice Focus

Professional Experience

Dave is the Chair of the Capital Markets Practice Group within the firm’s Business Department. As Chair of the Capital Markets Practice Group, Dave spends a considerable amount of time counseling early and growth-stage companies, capital providers and entrepreneurs in a vast array of legal areas.

Prior to joining the firm in 1996, Dave was a Senior Tax Manager at Coopers & Lybrand LLP. While at Coopers & Lybrand LLP, Dave was responsible for providing advice to publicly traded and large privately held companies on a wide range of technical issues, including corporate, partnership, and REIT taxation.

Since joining the firm, Dave has developed extensive experience in working with our clients on all matters and challenges facing them as it relates to the Capital Markets Practice Group including fund formation and structuring, securities and regulatory compliance, fund administration and transfers of fund interests, investments in portfolio companies and related issues, sophisticated financing transactions involving commercial secured and unsecured loans and loan syndications, public and private issuances of debt and equity securities, and corporate governance matters.

Because of Dave’s breadth of knowledge, he routinely represents our clients in connection with their general business needs. In particular, Dave has extensive experience structuring business transactions, negotiating and drafting corporate governance and transaction agreements, counseling directors and officers regarding the fiduciary duties owed to creditors and owners of the business, and structuring business succession plans.

Dave’s approach to managing the Capital Markets Practice Group as an integrated, multidisciplinary practice is supplemented by Dave’s broad-based federal and state tax practice involving corporate, partnership and venture capital transactions, tax controversy, and domestic tax planning. Dave’s transactional tax practice includes assisting clients with structuring, negotiating, and documenting corporate, partnership, and limited liability company formation, merger, acquisition, disposition (including spin-off transactions, asset sales, stock sales, and Section 338(h)(10) transactions), joint venture, and financing transactions.

Dave also provides independent advice to tax directors with respect to tax minimization strategies proposed by others or developed in-house. He has advised two publicly traded real estate investment trusts (“REITs”) on an ongoing basis with respect to various issues, including going public, secondary offerings of debt and equity, tax compliance and private letter ruling requests, UPREIT structures, DownREIT transactions, and structuring and negotiating joint ventures and limited liability company agreements with developers, and other non-REITs.

Dave’s tax practice also has included a significant amount of controversy work at both the federal and state levels involving domestic tax issues. He has represented clients under audit, at IRS Appeals, before the Ohio Department of Taxation and the Ohio Board of Tax Appeals. Because of Dave's extensive tax background, he provides a unique perspective to his clients seeking business counseling and advice.

Education

  • The Ohio State University Moritz College of Law, J.D., with honors (1993)
  • The Ohio State University, B.A., summa cum laude, with Distinction in Political Science and Honors in the Liberal Arts (1989)

State Admissions

  • Ohio

Professional Associations

  • American Bar Association
  • Ohio State Bar Association- Member: Taxation Committee and Real Estate, Member: Taxation Subcommittee 
  • National Association of Real Estate Investment Trusts
  • Cleveland Tax Club, President (2006-2007)
  • International Council of Shopping Centers

Publications

  • "IRS Rolls Out Worker Classification Program" RBMA Monthly Legal Update Digest October 2011

Presentations

  • Tax Planning and Insights -- Change and Uncertainty are the New Normal, McDonald Hopkins Roundtable, December 2010
  • “The Third Frontier: What Ohio Businesses Need to Know” (May 5, 2006).
  • Technical Tax Update: Cohen & Company (October 26, 2005).
  • “Like-Kind Exchanges – Uses and Benefits Associated with Wealth Creation” – West Palm Beach, Florida (October 18, 2005).
  • "Protecting Your Assets.  Choice of Entity and Structuring Alternatives.” The Rotary Club of Hudson (December 29, 2004).
  • “New Opportunities in Tax Deferred Exchanges” presented as part of the Real Estate Executives Forum (January 25, 2001).
  • Like-Kind Exchanges: An Old Idea Ready for New Exploration” presented by the Ohio State Bar Association – Federal Tax Committee (May 11, 2001).
  • “Family Limited Partnerships and Family Limited Liability Companies: Tax and Legal Issues From Birth to Death” presented by the Ohio State Bar Association – Federal Tax Committee (May 16, 2002).
  • Protecting the Builder’s ‘Assets: Choice of Entity and Structuring Considerations” presented to the Home Builders Association as part of the Mold Seminar (July 19, 2002).
  • Global Healthcare Inventory Conference Cleveland, Ohio- Panel Moderator (June 20th, 2007).
  • "The Third Frontier: What Ohio Businesses Need to Know", Presentation with the Ohio Department of Development and Baldwin Wallace College (May 5th, 2006).
  •  "Protecting Your 'Ass'-ets: Choice of Entity and Structuring Considerations", presented to the Rotary Club of Hudson, Ohio (December 29th, 2004).
  • "Sellers Beware: Tough Times Require Tough Measures", presented to Palm Beach County, Florida Small Business Division (August 13th, 2008)
  • "Like-Kind Exchanges: Uses and Benefits Associated with Wealth Creation", (October 18th, 2005) 

Awards and Honors

  • Selected for inclusion in Ohio Rising Stars (2005)
  • Named one of the Best Lawyers in America (2014)

Community Activities

  • Cub Scouts, Pack 3265 Aurora, Ohio, Cubmaster (2003-2006)
  • Boy Scouts of America, Troop 265, Assistant Scoutmaster (2006-2008)
Phone
216-348-5812
FAX
216-348-5474
Locations
  • 600 Superior Avenue, East
    Suite 2100
    Cleveland, OH 44114