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

David C. D'Alessandro

David C. D'Alessandro
Houston

1001 Fannin Street
Suite 2500
Houston, TX 77002

Dallas

Trammell Crow Center
2001 Ross Avenue
Suite 3900
Dallas, TX 75201

I enjoy coming to work each day and practicing as an executive compensation attorney. I feel that is reflected in the work that I produce, the relationships I have with my clients, and my interactions with the team I work with at Vinson & Elkins.
David C. D'Alessandro

David D’Alessandro advises companies on the implementation of executive contracts, with a particular focus on the tax and securities issues arising from executive compensation arrangements.

David counsels his clients both on day-to-day executive compensation matters as well as on executive pay issues related to mergers and acquisitions. David’s mergers and acquisitions practice consists of a mix of private equity work and public company work.

Nationally renowned in the field of executive compensation law, David has been recognized by legal publication Chambers USA and by Legal 500. He has testified before the U.S. Department of Treasury concerning the implementation of executive compensation arrangements.

David regularly counsels employers on the design of a broad range of executive compensation arrangements, including stock options, restricted stock, profits interests and other forms of equity-based compensation. He also advises on the structuring of employment, change of control, and severance agreements.

In addition, David advises employers on advanced tax and securities matters related to executive compensation, including performance-based compensation arrangements, golden parachute transactions, and 409A compliance matters.

David is an active member of the National Association of Stock Plan Professionals and he is a past chairman of the Employee Benefits and Executive Compensation Committee of the Tax Section of the State Bar of Texas.

He is a member of V&E’s Management Committee and he chairs the firm’s partnership admissions committee.

Experience Highlights

  • Brigham Minerals, Inc. in its $261 million initial public offering of Class A common stock utilizing an Up-C structure

  • 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 $147 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

  • 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

  • Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder and separation from Huntsman Corporation

  • 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 $147 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

Credentials

  • University of Michigan Law School, J.D., 1994
  • Boston College, B.A., Economics summa cum laude, 1991
  • Legal 500 U.S., Employee Benefits, Executive Compensation and Retirement Plans (Transactional), 2011−2019
  • The Best Lawyers in America© (BL Rankings, LLC), Employee Benefits (ERISA) Law, 2005−2020
  • Selected to the Texas Super Lawyers list, Super Lawyers (Thomson Reuters), 2012−2019
  • Chambers USA, Employee Benefits & Executive Compensation (Dallas, Fort Worth), 2019
  • Member: National Association of Stock Plan Professionals; SouthWest Benefits Association; Employee Benefits/Executive Compensation Section, Dallas Bar Association
  • Texas
  • “Compensation Trends in the REIT Industry,” REIT Series, V&E New York Office, July 19, 2018 (panelist)
  • “Restatements and Late Periodic Reports,” Energy Series, V&E Houston Office, March 21, 2018 (speaker)
  • “Governance and Disclosure: 2017 Season Lessons, 2018 Season Expectations,” V&E Houston Office, May 10, 2017 (speaker)
  • “Impact of Proposed Financial Institution Incentive-Based Compensation Rules on Private Equity Firms,” V&E Executive Compensation E-communication, September 13, 2016 (co-author)
  • “Class Actions, Parallel Conduct Cases and General Trends,” V&E Client Presentation, June 4, 2016 (co-presenter)
  • “Executive Compensation Update – The Latest in IRS and SEC Guidance,” ACC Dallas – Fort Worth Chapter Annual In-House Symposium, Dallas, Texas, May 5, 2016
  • “Thoughts for Officers and Directors of E&P Companies and MLPs in 2016,” V&E website, January 19, 2016 (co-author)
  • “Disclosure & Compensation,” NACD Strategy & Risk Forum, San Diego, California, May 13, 2015
  • “Due Diligence after Sun Capital,” V&E Employment, Labor and OSHA Update E-communication, March 19, 2014 (co-author)
  • “Tax Controversy Update,” V&E Client Presentation, Houston, Texas, November 7, 2013
  • “Beyond Say on Pay: The Latest Round of Executive Compensation Litigation – And Some Considerations On Defending Against It,”Corporate Board Member, May 20, 2013 (co-author)
  • “Overview of Human Resources Related Tax Rules Impacting Equity Compensation and Executive Compensation – Part II,” Client Presentation, Plano, Texas, March 6, 2013
  • “Overview of Human Resources Related Tax Rules Impacting Equity Compensation and Executive Compensation – Part I,” Client Presentation, Plano, Texas, January 9, 2013
  • Bureau of National Affairs Qualified Retirement Plan Tax Management Portfolio, 2003 (co-author)
  • Speaker on a variety of executive compensation and employee benefits topics at national symposiums and conferences for various organizations, including the American Bar Association