In David’s rural utility law practice, he advises rural telephone, telecommunications, and electric utilities with their transactional, regulatory, and organizational needs. He also helps clients promote technological development, such as rural broadband, in their rural communities.
Transactional
Utilities engage in critical transactions with third parties and need advice from attorneys experienced in such transactions. David has prepared many indefeasible rights of use, fiber leases, and other telecommunication and information-service agreements. He has also prepared multi-million dollar power-purchase agreements for wholesale power needs extending decades into the future. He has drafted, litigated, or advised utilities concerning a wide array of transactions and instruments, such as indefeasible rights of use, land-use agreements and easements, spectrum auctions, power pools, interconnection agreements, solar leases and partnership flips, easements, and various security arrangements, such as guaranties, letters of credit, security agreements, and financing statements.
Rural Broadband
David places an emphasis on promoting economic development of his clients’ rural communities. So he understands the ever growing demand and crucial need for bringing advanced telecommunications and information services to these areas. For example, he has advised and assisted rural utilities in their efforts to deploy broadband. In these efforts, he addresses funding, commercial terms, tax issues, and other concerns.
Regulatory
Rural utilities usually qualify for alternative systems of regulation. David advises his clients to stay within the bounds of — and flourish within — these regulatory systems. For example, he has advised clients on state and federal regulatory matters, including FCC, RUS, FERC, and state utility commission regulation of telephone, electric, and telecommunications; RUS financing questions; renewable energy tax credits and incentives, regulatory and tax depreciation, and environmental and pollution-control matters.
Organizational and Corporate
David also keeps his clients compliant in organizational and corporate matters. He advises rural utility cooperatives in connection with their state cooperative law, articles and bylaws, member relations, and capital credits. He has drafted, revised, and updated countless bylaws and policies for cooperatives and their affiliated entities. Many cooperatives’ bylaws are based on older forms that no longer fit today’s cooperative or member. As a result, a great number of electric, telephone, and telecommunications cooperatives have called on David to revise and update bylaws, along with other governing documents. In such engagements, David ensures the bylaws comply with federal tax requirements.
Cooperative Law and Taxation
David focuses his cooperative law practice on the unique area of cooperative taxation. He has advised cooperatives on the tax benefits and burdens of operating on a cooperative basis, the nuances of being a taxable cooperative, the requirements of tax exemption under I.R.C. § 501(c)(12), and the impact of Subchapter T. He has been called to answer cooperatives’ questions concerning patronage capital credits allocation, retirement, and management; the 85% Member Income Test; patron/member relations, voting, and democratic control; Form 990 issues; international tax matters; consolidation of subsidiaries; patronage sourced earnings and losses; and diversification. Finally, he has advised cooperatives on the scope and impact of rules promulgated by state public utility commissions and various federal regulatory bodies.
David started his career as a C.P.A. and auditor for electric and telephone cooperatives and energy-related taxable cooperatives. After attending law school, he worked as an international tax consultant at Deloitte Tax LLP until joining Autry, Hall & Cook, LLP.