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David C. Cole
David C. Cole
Partner — Tax
Partner — Tax

David C. Cole

David C. Cole
Houston

1001 Fannin Street
Suite 2500
Houston, TX 77002

start quote symbolWe take pride in vigorously defending our clients against the IRS. We thoughtfully engage in settlement discussions and zealously advocate in the courtroom.end quote symbol
David C. Cole

David represents corporations, private equity funds, partnerships, and high net worth individuals in a wide range of domestic and international tax matters—including tax controversy, investments in renewables, and transfer pricing. His clients operate across an array of industries, including upstream (onshore and offshore), midstream, renewable energy, domestic and foreign manufacturing, real estate, and medical devices.

David represents clients in all phases of tax controversy from audit to IRS appeals to litigation. In his litigation practice, he has represented clients before the U.S. Tax Court, Federal Courts of Appeal, and in the Delaware Court of Chancery. He has extensive experience with partnership disputes, including litigating numerous cases under the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) and advising clients on the Bipartisan Budget Act of 2015 (BBA).

David also advises clients on all aspects of investments relating to renewable energy and carbon capture projects. Tax credits are critically important to the economics of these transactions, and David applies his practical tax controversy experience when structuring these transactions to help achieve and sustain the intended treatment of the tax credits.

Experience Highlights

  • Underwriters to Sunnova Energy International Inc., a residential solar and energy storage service provider, in its $168 million initial public offering of common stock

  • Underwriters to Sunnova Energy International Inc. in its $115 million public offering of common stock by selling stockholders

  • An offshore drilling contractor in a transfer pricing dispute with IRS regarding transfer of intangibles; resolved with a full concession by IRS Appeals

  • A partnership in a TEFRA proceeding involving multiple hearings and trial in Tax Court on issues, including jurisdiction, economic substance, and privilege

  • Seadrill Partners LLC in its $221 million initial public offering of common units

  • A private equity fund and fund manager in a Tax Court dispute regarding withholding tax issues and treatment of hedging transactions

  • A foreign energy company relating to tax treaty issues arising from transactions with U.S. affiliates

  • A real estate investment trust in a dispute regarding economic substance of recapitalization of foreign subsidiary; resolved with a full concession by IRS Appeals

  • An oilfield services provider in a research and experimentation credit dispute; settled at IRS Appeals

  • A corporation in a valuation dispute regarding Alaskan onshore and offshore oil and gas properties; settled at IRS Appeals

  • A domestic manufacturer in a transfer pricing dispute regarding royalty paid by a foreign affiliate for use of U.S. intangibles

  • A domestic manufacturer in a transfer pricing dispute regarding intangibles purportedly transferred to a foreign affiliate pursuant to the provision of technical services

  • A domestic manufacturer in a cost sharing dispute relating to the amount of, and methodology for determining, the buy-in payment for intangibles transferred to foreign affiliates

  • A foreign manufacturer, relating to U.S. trade or business issues arising from transactions with U.S.-based customers

  • A foreign energy company, relating to tax treaty issues arising from hedging transactions

  • A foreign investment company, relating to U.S. trade or business issues arising from transactions with U.S. counterparties

  • Foreign investment companies in FATCA compliance and reporting obligations

  • Seadrill Partners LLC in a $380 million secondary equity offering; awarded the Marine Money Offshore Deal of the Year

  • KNOT Offshore Partners LP in its $180 million initial public offering of common units

  • Underwriters in the $350 million IPO of Transocean Partners LLC

Credentials

  • The University of Texas School of Law, J.D. with high honors, 2002 (Associate Editor, Texas Law Review, Chancellor)
  • The University of Texas at Austin, B.B.A., Computer Engineering (Route to Business and Honors Business) with highest honors, 1992
  • Legal 500 U.S., Tax U.S. – Contentious, 2016, 2019 and 2020
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2007
  • Member: Houston Bar Association, Tax Section
  • Member: American Bar Association, Section of Taxation
  • Texas
  • “Tax and Accounting Year-End Update,” V&E Austin Office, December 5, 2019 (presenter)
  • “Managing Information Requests in an IRS Audit,” 34th Annual Texas Federal Tax Institute, June 6, 2018 (speaker)
  • “What Technology Clients Need to Know About the New Tax Act,” Intellectual Property CLE Series, V&E Houston Office, February 1, 2018 (speaker)
  • “New Proposed Regulations for BBA Partnership Audits Allow for Push Out Elections in Tiered Partnerships,” V&E Tax Update E-communication, December 19, 2017 (co-author)
  • “District Court Invalidates Section 7874 Inversion Regulation and Opens Door for Challenges of Certain Temporary Regulations,” V&E Tax Update E-communication, October 9, 2017 (co-author)
  • “The New Era of Partnerships As Taxpayers,” American Investment Council, September 28, 2017, (co-author)
  • “Relief for Taxpayers Affected by Hurricane Harvey,” V&E Tax Update E-communication, August 31, 2017 (co-author)
  • “A Greek Company Mines for Magnesite and Strikes Gold for Inbound Investors,” V&E Tax Update E-communication, July 17, 2017 (co-author)
  • “New IRS Campaign Targets Non-U.S. Companies That Have Not Filed U.S. Tax Returns,” V&E Tax Update E-communication, June 1, 2017 (co-author)
  • “Migration of Intangibles in a Low-Value Environment,” Tax Executives Institute – Houston Chapter Tax School, Houston, Texas, February 24, 2017
  • “Merger Agreements – Closing Conditions and Efforts Clauses in Uncertain Times,” Tax Executives Institute – Houston Chapter Tax School, Houston, Texas, February 24, 2017
  • “Inversions: Are they still viable planning opportunities?,” International Roundtable, Tax Executives Institute – Houston Chapter, Houston Texas, April 14, 2016
  • “13th Biennial Parker C. Fielder Oil and Gas Tax Conference,” Houston, Texas, November 19,  2015 (speaker)
  • “Dramatic Changes to Partnership Audit Rules and Their Implications for Existing Partnerships,” V&E Tax Update E-communication, November 5, 2015 (co-author)
  • “International Tax Issues in Intellectual Property Transactions,” American Intellectual Property Law Association Annual Meeting, Washington, D.C., October 24, 2013
  • “The Uncertain World of Uncertain Tax Position Disclosures and Privilege,” Bloomberg BNA Daily Tax Report, March 23, 2012 (co-author)