David Lawrence is a principal of the firm in the Corporate, Securities, Tax & Finance practice group. Mr. Lawrence, a family business owner who holds an LLM in Taxation, brings more than 25 years of experience in corporate, tax and finance law. His practice focuses on business operations, mergers and acquisitions, leveraged management buy-outs, joint ventures for both U.S. and international concerns, tax-free like-kind exchanges, and wealth preservation structures.

Mr. Lawrence has structured and organized banks, and represents lenders and borrowers in all types of financings including: asset based receivable lending, government contractor lending, automobile dealer floor plan financings, commercial real estate and securitized lending, leveraged ESOP lending and venture capital investments.

Mr. Lawrence routinely advises clients on matters of contract interpretation, subcontracting, teaming agreements, and closely held business issues. He focuses particularly on issues related to the structure of government contractors, as well as, mergers, acquisitions and dispositions of government contracting companies, including conducting the due diligence review, compliance and approval requirements, and handling the novation of contracts.

Mr. Lawrence was one of the first attorneys in Virginia to form limited liability companies, and he continues to form LLCs in multiple states. He counsels individual and corporate clients in the structure, operation, financing and disposal of their businesses, and also guides high net worth families and individuals in structuring their activities for wealth preservation.

Mr. Lawrence is a frequent speaker on corporate, LLC and tax matters and is recognized in The Best Lawyers in America 2010, 2011, and 2012 lists. In addition, he was selected for inclusion in 2006 Virginia Super Lawyers and 2007 Washington, D.C. Super Lawyers.  Mr. Lawrence was also named in 2007 and 2009 among Virginia's "Legal Elite" according to Virginia Business magazine. His inclusion on this list means that he is among those lawyers recognized by his peers as the best in Virginia.

Practice Areas:

• Business Formation, Growth, Operation & Disposition
• Corporations, Limited Liability Companies & Partnerships
• Mergers & Acquisitions
• Tax Structural Issues
• Government Contractor Compliance
• Commercial & Securitized Lending
• Asset-Based Lending
• ESOP Lending
• Automobile Dealer Floor Plan Financing
• Real Estate LLCs & Partnerships
• Wealth Preservation Techniques
• Professional Group Practices: health, accounting, engineering, law & counseling
• Tax-Free Like-Kind Exchanges
• Venture Capital Financing & Private Placements

Representative Clients by Industry:

• Building Contractors & Service Companies
• Government Contractors
• Information Technology Firms
• B2B E-commerce Consulting Firms
• International Technology Companies
• Real Estate Investors
• Development & Brokerage Companies
• Financial Institutions
• Wholesalers
• Retailers
• Professional Service Practices

Education:

• LL.M., Taxation, Georgetown University Law Center, 1980
• J.D., with Honors, George Washington University Law School, 1978
• B.A., Emory University, 1975

Professional Activities

• Virginia State Bar, Tax Section
  • Past Chair - Board of Governors
• Fairfax Bar Association, Tax Section
  • Past Chair
• District of Columbia Bar, Tax Section
• Past Associate Editor, Tax Service for Corporate Acquisitions and Dispositions of Businesses
• Past Editor, IRS Practices & Procedures

Significant Representations:

• General Counsel to a bank, representing it in its organization, capital raise, operations, lending and later sale to a public financial institution. Later representing the public institution on complex lending matters.
• Representation of the founders of several emerging technology companies and government contractors regarding their corporate structures, shareholder relationships, tax issues, operations and finances as well as the sale of the companies to national concerns.
• Advised businesses on sales to larger concerns including the owners of a government contractor technology company on its $125 million sale to a national concern, a delivery services company on its $50 million sale to an international acquirer, the owners of a building trade company on its $40 million sale and professionals in several roll-up acquisitions of professional practice groups.
• Represented sellers and companies in a $45 million leveraged ESOP sale including  financing, refinancing and workouts.
• Represented real estate companies in a $75 million, multi-tier bankruptcy remote single purpose entities’ securitized financing.
• Structured multi-million dollar tax-free like-kind exchanges ranging from single properties to complicated transactions involving 12 different properties and tenant-in common exchanges.
• Prepared technology and product companies and government contractors to raise venture capital, go public or be sold.

Admitted to Practice:

• Virginia
• District of Columbia
• Florida
• U.S. Tax Court

David Lawrence is a principal of the firm in the Corporate, Securities, Tax & Finance practice group. Mr. Lawrence, a family business owner who holds an LLM in Taxation, brings more than 25 years of experience in corporate, tax and finance law. His practice focuses on business operations, mergers and acquisitions, leveraged management buy-outs, joint ventures for both U.S. and international concerns, tax-free like-kind exchanges, and wealth preservation structures.

Mr. Lawrence has structured and organized banks, and represents lenders and borrowers in all types of financings including: asset based receivable lending, government contractor lending, automobile dealer floor plan financings, commercial real estate and securitized lending, leveraged ESOP lending and venture capital investments.

Mr. Lawrence routinely advises clients on matters of contract interpretation, subcontracting, teaming agreements, and closely held business issues. He focuses particularly on issues related to the structure of government contractors, as well as, mergers, acquisitions and dispositions of government contracting companies, including conducting the due diligence review, compliance and approval requirements, and handling the novation of contracts.

Mr. Lawrence was one of the first attorneys in Virginia to form limited liability companies, and he continues to form LLCs in multiple states. He counsels individual and corporate clients in the structure, operation, financing and disposal of their businesses, and also guides high net worth families and individuals in structuring their activities for wealth preservation.

Mr. Lawrence is a frequent speaker on corporate, LLC and tax matters and is recognized in The Best Lawyers in America 2010, 2011, and 2012 lists. In addition, he was selected for inclusion in 2006 Virginia Super Lawyers and 2007 Washington, D.C. Super Lawyers.  Mr. Lawrence was also named in 2007 and 2009 among Virginia's "Legal Elite" according to Virginia Business magazine. His inclusion on this list means that he is among those lawyers recognized by his peers as the best in Virginia.

Practice Areas:

• Business Formation, Growth, Operation & Disposition
• Corporations, Limited Liability Companies & Partnerships
• Mergers & Acquisitions
• Tax Structural Issues
• Government Contractor Compliance
• Commercial & Securitized Lending
• Asset-Based Lending
• ESOP Lending
• Automobile Dealer Floor Plan Financing
• Real Estate LLCs & Partnerships
• Wealth Preservation Techniques
• Professional Group Practices: health, accounting, engineering, law & counseling
• Tax-Free Like-Kind Exchanges
• Venture Capital Financing & Private Placements

Representative Clients by Industry:

• Building Contractors & Service Companies
• Government Contractors
• Information Technology Firms
• B2B E-commerce Consulting Firms
• International Technology Companies
• Real Estate Investors
• Development & Brokerage Companies
• Financial Institutions
• Wholesalers
• Retailers
• Professional Service Practices

Education:

• LL.M., Taxation, Georgetown University Law Center, 1980
• J.D., with Honors, George Washington University Law School, 1978
• B.A., Emory University, 1975

Professional Activities

• Virginia State Bar, Tax Section
  • Past Chair - Board of Governors
• Fairfax Bar Association, Tax Section
  • Past Chair
• District of Columbia Bar, Tax Section
• Past Associate Editor, Tax Service for Corporate Acquisitions and Dispositions of Businesses
• Past Editor, IRS Practices & Procedures

Significant Representations:

• General Counsel to a bank, representing it in its organization, capital raise, operations, lending and later sale to a public financial institution. Later representing the public institution on complex lending matters.
• Representation of the founders of several emerging technology companies and government contractors regarding their corporate structures, shareholder relationships, tax issues, operations and finances as well as the sale of the companies to national concerns.
• Advised businesses on sales to larger concerns including the owners of a government contractor technology company on its $125 million sale to a national concern, a delivery services company on its $50 million sale to an international acquirer, the owners of a building trade company on its $40 million sale and professionals in several roll-up acquisitions of professional practice groups.
• Represented sellers and companies in a $45 million leveraged ESOP sale including  financing, refinancing and workouts.
• Represented real estate companies in a $75 million, multi-tier bankruptcy remote single purpose entities’ securitized financing.
• Structured multi-million dollar tax-free like-kind exchanges ranging from single properties to complicated transactions involving 12 different properties and tenant-in common exchanges.
• Prepared technology and product companies and government contractors to raise venture capital, go public or be sold.

Admitted to Practice:

• Virginia
• District of Columbia
• Florida
• U.S. Tax Court