David M. Kall

Member; Vice Chair, Tax and Benefits Department

Practice Focus

Professional Experience

Dave is Vice Chair of the Tax and Benefits Department, Chair of the Multistate Tax Practice Group, and 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.


  • 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


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


  • "Business Succession Planning Series: Family Transfers and Recapitalization," McDonald Hopkins Business Hour, March 11, 2015
  • "Unlocking the value of your commercial real estate," McDonald Hopkins Business Hour, February 17, 2015
  • "Explosion of Shale Gas Drilling in Ohio…Mineral Rights: Sell or Lease?," 2015 Ohio Tax Conference, January 27, 2015
  • "Advanced: Nexus…Are Bellas Hess and Quill Still the Law? Is Amazon the New Test?," 2014 Ohio Tax Conference, January 29, 2014
  • "Back to the Future: Business succession and estate planning for 2013 starts now," McDonald Hopkins Roundtable, January 26, 2012
  • "Tax Insights and Foresights -- Strategies, updates and predictions," McDonald Hopkins Roundtable, November 30, 2011
  • "Funding options to capitalize your technology," McDonald Hopkins Roundtable, July 21, 2011
  • "Do you know the status of your workers? The right answer is more important than ever!," McDonald Hopkins Roundtable, April 28, 2011
  • "Tax Planning and Insights -- Change and Uncertainty are the New Normal," McDonald Hopkins Roundtable, December 2010
  • "Rethinking independent contractor status: Has your company got it right?," McDonald Hopkins Roundtable, April 28, 2010
  • "Taxation: Best Strategies, Latest Updates and Insightful Predictions," McDonald Hopkins Roundtable, December 1, 2009
  • "Acronyms Employers Fear: FLSA, FMLA, IRS, and NLRA," McDonald Hopkins Roundtable, November 19, 2009
  • "Sellers Beware: Tough Times Require Tough Measures," presented to Palm Beach County, Florida Small Business Division, August 13th, 2008
  • “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 and 2015)

Community Activities

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