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David C. D'Alessandro

David C. D'Alessandro Partner, Executive Compensation & Benefits

David has experience in a wide range of compensation and benefits matters. A significant portion of his law practice is devoted to the design of executive compensation arrangements, including stock options, restricted stock, and other equity-based compensation vehicles. He frequently advises employers and executives in the structuring of employment, change of control, and severance agreements, and has testified before the Treasury Department concerning the implementation of executive compensation arrangements. David’s executive compensation practice also involves advanced tax matters, including performance-based compensation arrangements, golden parachute transactions, and 409A compliance matters. He regularly assists executives in multinational compensation issues, including cross-border transactions.

David has extensive experience in the impact of securities laws on executive compensation, including Section 16 and Rule 144 issues. His practice regularly entails corporate governance matters and proxy disclosure matters. He has been active in the implementation of employee benefits programs in corporate and government sectors, and has experience in the design and administration of various forms of retirement plans and welfare plans, including 401(k) plans, 403(b) plans, 457 plans, profit-sharing plans, employee stock ownership plans, defined benefit plans, multi-employer plans, supplemental executive retirement plans, health plans, and severance plans.

Additionally, David has represented clients in dealings and controversies with the Internal Revenue Service, the Securities and Exchange Commission, the Department of Labor, and the Pension Benefit Guaranty Corporation. He has also been involved in various government audits of employee benefit plans and other compensatory arrangements. David works extensively on benefits issues relating to corporate mergers and acquisitions, restructurings, initial public offerings, corporate governance matters, securities offerings, and international transactions.

David is a member of the firm’s Management Committee. 

Experience Highlights

  • Energy Transfer Partners in the $60 billion merger with Energy Transfer Equity in a unit-for-unit exchange 
  • Devon Energy Corp. in the $3.125 billion sale of ownership interests in EnLink Midstream Partners and EnLink Midstream to Global Infrastructure Partners
  • RSP Permian in its $9.5 billion sale to Concho Resources, creating the largest unconventional shale producer in the Permian Basin
  • Oasis Midstream Partners LP in its $128 million initial public offering of common units
  • Oncor Electric Delivery Company in its approximately $400 million asset swap with Sharyland Utilities and Sharyland Distribution & Transmission Services
  • Focus Financial Partners in an investment by Stone Point Capital and KKR that values Focus at approximately $2 billion
  • Extraction Oil & Gas, Inc. in its $728 million initial public offering of common stock
  • Centennial Resource Production in the approximately $1.39 billion sale of the company, a Natural Gas Partners portfolio company, to Silver Run Acquisition Corporation
  • Nexeo Solutions, a chemicals and plastics distributor and TPG Capital portfolio company, in its $1.575 billion merger with WL Ross Holdings Corp., a special purpose acquisition company formed by WL Ross
  • Eagle Rock Energy Partners in its $614 million merger with Vanguard Natural Resources 
  • Western Refining in the $2.4 billion take private of Northern Tier Energy, an independent downstream energy company with refining, retail and logistics operations

Mergers & Acquisitions

  • Targa Resources Corp. in its $6.7 billion acquisition of Targa Resources Partners in an all stock-for-unit transaction
  • NorthStar Realty Finance Corp. (NRF) in connection with a merger involving NRF, NorthStar Asset Management Group Inc. and Colony Capital, Inc.; under the definitive merger agreement the companies will combine in an all-stock merger of equals transaction to create a world-class, internally-managed, diversified real estate and investment management platform
  • CVR Partners in the $533 million acquisition of Rentech Nitrogen Partners, creating a leading North American nitrogen fertilizer producer

    • Pioneer Natural Resources in the $2.15 billion sale of EFS Midstream, an Eagle Ford Shale midstream company jointly owned with Reliance Holding USA, Inc., to Enterprise Products Partners 
    • Sunoco Logistics Partners LP in its $20 billion merger with Energy Transfer Partners in a unit-for-unit transaction
    • Rice Energy in its $6.7 billion unwinding of its Up-C structure and associated merger with EQT Corporation
    • Patterson-UTI Energy in its $1.76 billion merger with Seventy Seven Energy
    • Maxar Technologies in its $3.6 billion merger with DigitalGlobe, creating a leading provider of satellites, earth imagery, geospatial data solutions and analytics
    • Eagle Rock Energy Partners in the $1.325 billion contribution of its midstream business to Regency Energy Partners
    • Iracore International in the sale of the company, a Lime Rock Partners portfolio company and developer, manufacturer, and applicator of elastomeric products for pipelines and other equipment used in demanding industrial applications
    • Frontier Drilling in the $2.16 billion merger of the independent drilling company with Noble Corporation, an offshore drilling contractor
    • Crimson Exploration in the $800 million sale of the company in an all-stock transaction to a wholly owned subsidiary of Contango Oil & Gas

    IPOs & Equity Offerings

    • Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder
    • Ranger Energy Services, Inc. in its $85 million initial public offering of common stock 
    • WildHorse Resource Development Corporation in its $447 million initial public offering of common stock
    • Oasis Midstream Partners LP in its $128 million initial public offering of common units
    • TPG RE Finance Trust, Inc. in its $233 million initial public offering of common stock
    • Solaris Oilfield Infrastructure, Inc. in its $121 million initial public offering of common stock
    • Sprague Resources LP in its $153 million initial public offering of common units
    • CVR Refining, LP in its $690 million initial public offering of common units
    • Rice Energy Inc. in its $1.1 billion initial public offering of common stock
    • PetroLogistics LP in its $595 million initial public offering of common units

    Contact Details


    T +
    F +1.214.999.7890
    Trammell Crow Center
    2001 Ross Avenue
    Suite 3900
    Dallas, TX 75201
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    David's Practices

    • University of Michigan Law School, J.D., 1994
    • Boston College, B.A., Economics summa cum laude, 1991
    • Admitted to practice: Texas
    • Legal 500 U.S., Employee Benefits, Executive Compensation and Retirement Plans (Transactional), 2011−2018
    • The Best Lawyers in America© (Woodward/White, Inc.), Employee Benefits (ERISA) Law, 2005−2019
    • Selected to the Texas Super Lawyers list, Super Lawyers (Thomson Reuters), 2012−2018
    • Past Chairman: Employee Benefits and Executive Compensation Committee of the Tax Section of the State Bar of Texas
    • Member: National Association of Stock Plan Professionals; SouthWest Benefits Association; Employee Benefits/Executive Compensation Section, Dallas Bar Association