David H. Kaplan

Practical Legal Counsel for Founders, Startups + Growth-Stage Businesses

With over 20 years of experience at the intersection of transactional tax, corporate law, and startup strategy, I help founders, early-stage ventures, and growing businesses scale, fund, and structure with clarity and confidence. I work closely with companies navigating formation, expansion, and exit transactions—bringing legal, financial, and operational insight to every stage of the business lifecycle.

My background spans venture capital financing, mergers and acquisitions, cross-border structuring, and joint ventures. I’ve advised both high-growth startups and established businesses on how to structure deals, minimize tax exposure, and position themselves for long-term success.

Simplifying Complexity, Enabling Opportunity

Good lawyers simplify complexity. I help clients think strategically—not just about legal compliance, but about timing, growth, and opportunity. Whether that means:

• Structuring a funding round or joint venture,
• Avoiding tax pitfalls that could jeopardize an exit,
• Or providing seasoned, day-to-day guidance as outside general counsel,

…my goal is always the same: to offer practical, forward-looking legal advice that clients can act on with confidence.

Deep Transactional Experience, Startup Focus

Before joining Avisen Legal, I was a transactional tax partner at Sullivan & Worcester LLP, where I advised Fortune 500 companies, closely held businesses, and innovative startups on complex, high-stakes transactions. I later joined New Counsel, PLC, where I focused more deeply on early-stage companies and entrepreneurial ventures—the work I find most meaningful and energizing.

At Avisen, I continue that focus: providing business-minded legal counsel to startup founders, growth-stage companies, and investors, all while contributing to a collaborative team that shares my belief in practical, relationship-driven lawyering.

Outside the Office

I live in the Twin Cities with my amazing wife, our two clever boys, and our unforgettable Bergamasco Sheepdog. Outside of work, you’ll find me biking local trails, playing poker or board games, or making dozens of jars of homemade pickles with my family every August.

Education

• J.D., University of Michigan Law School, with honors
• B.A., Politics, Philosophy & Economics, Claremont McKenna College, with honors

Bar Admissions

• Minnesota

• Committee Member, Community Representative, Boston University Institutional Animal Care and Use Committee (2010-2013)
  • An IACUC is responsible for overseeing and protecting the welfare of animals used in research. The IACUC ensures that use of animals in research is scientifically, technically, and humanely justified, and that such research is conducted in a manner that treats the animals with care and respect.
• Board Member, IncFlow (DBA Copybar) (2010-2015)

Publications

• Non-Customary Services Furnished by Taxable REIT Subsidiaries, Tax Notes (July 27, 2015) (with Ameek Ponda and Paul Decker)
• The Exceptional Importance of Getting U.S. International Tax Compliance Right, Tax Notes International (August 29, 2011) (with Lewis Greenwald)
• Nothing for Something: Avoiding U.S. Withholding Obligations on Phantom Interest, Tax Notes International (June 6, 2011) (with Lewis Greenwald)
• Securing that Slippery Worthless Stock Deduction, Journal of International Taxation (September 1, 2010) (with Lewis Greenwald)
• Structuring Israeli/U.S. Intercompany Relationships to Minimize (Eliminate) U.S. Taxes, Association of Corporate Counsel Israel Newsletter (September 2008) (with Lewis Greenwald)
• Inversions “Lite”: Finding “Substantial Business Activity” Under the New U.S. Regs, Tax Notes International (August 7, 2006) (with Lewis Greenwald)
• The Section 1441 Compliance Program, Sullivan & Worcester Client Advisory (January 2006) (with Lewis Greenwald)

Presentations + Appearances

• Manulife US REIT U.S. Tax Seminar (January 2019)
• Lending to REITs, American College of Investment Counsel Fall Annual Meeting and Education Conference (October 2018)
• Operation: Extracting Pieces from Recent Private Placement Transactions, American College of Investment Counsel Fall Annual Meeting and Education Conference (October 2015)
• United States International Tax Law Developments, 7th Annual Worldwide Tax Update (May 2014)
• United States International Tax Law Developments, 6th Annual Worldwide Tax Update (May 2013)
• Real Estate Investment Trusts & Distribution Infrastructure, California Public Utilities Commission Workshop (March 2013)
• Attribution of Profits to a Dependent Agent Permanent Establishment, 66th Congress of the International Fiscal Association (October 2012)
• United States International Tax Law Developments, 5th Annual Worldwide Tax Update (May 2012)
• M&A Part 1: Deal Structure and Due Diligence, Financial Executives International (October 2011)
• Doing Business Overseas: Choice of Entities & Overlay of Treaties, ATLAS Information Group, Intermediate U.S. International Tax Update (June 2009)
• Foreign Base Company Income – Section 954, ATLAS Information Group, Intermediate U.S. International Tax Update (June 2009)
• Choice of Entities and Use of Treaties to Minimize Foreign Tax, ATLAS Information Group, Introduction to U.S. International Tax (June 2009)
• S. Tax Issues in Structuring Foreign Operations, Council for International Tax Education, U.S. International Tax Reporting & Compliance (August 2008)
• International Update, Tax Executives Institute, New England Chapter, Federal Tax Update (September 2006)
• Choice of Entity, seminar presented to Sullivan & Worcester LLP first year associates (Annually, 2007-2013)

• Recognized by Legal 500 (2013–2016, 2018–2020)
• Named to the Massachusetts Super Lawyers “Rising Star” list (2009-2017)