Photo of Dave J. Bartoletti

Dave draws on his experience as a deal lawyer and former Big Four accountant to advise companies, business owners, and investors on business and tax matters arising during key events in the life cycle of a business, including formation, joint ventures, capital raising transactions, and mergers and acquisitions.

Mergers, Acquisitions, and Restructurings

Dave advises companies and investors in the acquisition, sale, and restructuring of businesses. His deal experience includes representation of strategic buyers, family-owned businesses, and publicly traded clients across industries and capitalization in connection with the purchase (and sale) process. Dave has also advised private companies undertaking recapitalization transactions in order to adapt to changing market conditions, obtain new sources of financing, facilitate future purchases or sales business lines, and to better structure employee equity incentives.

In addition to representing clients who are parties to mergers and acquisitions transactions, Dave frequently assists underwriters in identifying and assessing risk in transactions in which the buyer or seller is seeking transaction insurance such as representations and warranties insurance and tax insurance policies.

Transactional Tax

Dave assists for-profit and tax-exempt entities and individuals across industries to ensure new businesses, ventures, acquisitions, and capital raising activities can achieve their business goals in the most tax efficient manner available. Representative transactions include serving as tax counsel for private funds, their sponsors, and investors in fund formation, structuring and wind-down transactions, and serving as tax counsel for strategic buyers and family-owned sellers undertaking tax-driven transactions such as tax-free reorganizations, spin-offs, investments in qualified small business stock and structuring deals to obtain qualified opportunity zone tax benefits. Dave advises private funds, multinational corporations, strategic buyers, and publicly traded clients in forming, maintaining, buying and selling, and investing in real estate investment trusts (REITs).

On June 14, 2023, the IRS released proposed regulations within Section 6418 Transfer of Certain Credits concerning the election under the Inflation Reduction Act of 2022 (IRA) to transfer certain energy tax credits. The industry has eagerly awaited these proposed regulations as the original statute left a number of critical unanswered questions that made the much-hyped “marketplace” for tax credits difficult to implement. Some of these questions have now been answered. Below are some observations as to what the future
Continue Reading Energy Tax Credits: Predicting the Tax Credit Marketplace of 2024 and Beyond

A real estate investment trust, or REIT, can be a riddle for real estate fund sponsors seeking to scale beyond the “friends and family” investment stage. Some sponsors see the REIT as the “next stage” of the fund’s growth style – almost like a rite of passage to becoming a large-cap fund. Sometimes the sponsor is right, and a REIT really is the best fit for the sponsor’s needs. Many times, however, what the sponsor actually wants is not a
Continue Reading Real Estate Investment Funds: To REIT or Not to REIT?

Interested and eligible manufacturers, developers, and sponsors looking to pursue new advanced energy project tax credits under Internal Revenue Code Sections 48C and 45X have been faced with an important question: Should you apply for the Advanced Energy Project Tax Credit under Section 48C or claim the Advanced Manufacturing Production Credit under Section 45X?

These options should be analyzed carefully because your selection could have significant financial consequences.

Section 48C refers to the Qualifying Advanced Energy Project Credit, which offers
Continue Reading Tax Credits for Green Manufacturing: 48C v. 45X

The month of May was a busy one for the IRS, as the agency has been hard at work releasing new guidance and rules regarding energy tax credits. In Notice 2023-38, the IRS provides detail on how the “domestic content” tax credit rate adder can be satisfied. Notice 2023-44 offers guidance on the application process for the advanced energy project tax credit outlined in Section 48C. These notices are both intended to provide interim guidance until the IRS can publish
Continue Reading Energy Tax Credits – Recent Developments Bring New Guidance and Questions