David S. Miller

David Miller is a partner in the Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers and acquisitions, multinational corporate groups and partnerships, private equity and hedge funds, bankruptcy and workouts, high-net-worth individuals and families, and public charities and private foundations. He advises companies in virtually all major industries, including banking, finance, private equity, health care, life sciences, real estate, technology, consumer products, entertainment and energy.

David is strongly committed to pro bono service, and has represented more than 200 charities. In 2011, he was named as one of eight “Lawyers Who Lead by Example” by theNew York Law Journal for his pro bono service. David has also been recognized for his pro bono work by The Legal Aid Society, Legal Services for New York City and New York Lawyers For The Public Interest.

Firm/Organization: Proskauer Rose LLP

Blogs: Proskauer For Good, Tax Talks

Latest Articles

Tax Talks

IRS provides very modest relief from downward attribution resulting from the repeal of section 958(b)(4)

By David S. Miller, Martin T. Hamilton & Sean M. Webb

November 12, 2019

On October 2, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued Revenue Produce 2019-40 (the “Revenue Procedure”) and proposed regulations (the “Proposed Regulations”) that provide guidance on issues that have arisen as a result of the repeal of section 958(b)(4) by the tax reform act of 2017.[1] The repeal of section 958(b)(4) was intended to prevent certain taxpayers from “de-controlling” their controlled…

Tax Talks

Democratic Tax Policy Proposals

By David S. Miller, Bowon Koh & Sean M. Webb

October 21, 2019

Recently, several of the presidential candidates and other prominent Democrats have suggested a number of different tax policy proposals, including wealth taxes, mark-to-market taxation, a VAT, additional taxes, increased income tax rates, and increased gift and estate taxes. This chart illustrates the various proposals, and this blog summarizes them.[1] This blog was updated on December 13, 2019. Wealth Taxes Mark-to-Market Tax VAT Increased Taxes Financial Transaction Tax Additional Taxes Increased Gift & Estate Tax…

Tax Talks

State Tax on Trust Income Based Solely on In-State Residence of Beneficiaries Found Unconstitutional

By Richard M. Corn, Christine N. Sherman, David S. Miller, Mitchell Gaswirth & Stuart Rosow

July 3, 2019

On June 21, 2019, the United States Supreme Court decided North Carolina Dept. of Revenue v. Kimberly Rice Kaestner 1992 Family Trust (hereinafter, “Kaestner”).[1] In a unanimous opinion delivered by Justice Sotomayor, the Court held that under the Fourteenth Amendment’s Due Process Clause,[2] a state may not tax trust income based solely on the in-state residency of the trust’s beneficiaries where the beneficiaries have not received a distribution from the trust and have…

Tax Talks

Proposed Regulations Provide Clarity for Qualified Foreign Pension Fund Exception

By Timothy Donovan, Amanda H. Nussbaum, Christine N. Sherman, Martin T. Hamilton & David S. Miller

July 3, 2019

On June 7, 2019, the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed Treasury regulations under Sections 897, 1445 and 1446 (the “Proposed Regulations”) regarding the exception for qualified foreign pension funds (“QFPFs”) from taxation under the Foreign Investment in Real Property Tax Act (“FIRPTA”) provisions of the Internal Revenue Code of 1986, as amended (the “Code”).[1] This exception was added to the Code pursuant to the Protecting Americans from…

Tax Talks

Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs

By Martin T. Hamilton, Richard M. Corn, Malcolm Hochenberg, David S. Miller, Jeremy Naylor & Amanda H. Nussbaum

May 30, 2019

Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC shareholders. EXECUTIVE SUMMARY In anticipated and important guidance, the U.S. tax authorities have issued final regulations under I.R.C. Section 956 (the “New 956 Regulations”).[1] The New 956 Regulations are intended to eliminate, in most situations, the “deemed-dividend” issue with respect to controlled foreign corporations…

Tax Talks

Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons

By Jeremy Naylor, Martin T. Hamilton, David S. Miller, Amanda H. Nussbaum, Matthew Pincus, Xiaoyang Ma, Jeanette Stecker, Stephen Severo, Jean Bertrand, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jamiel E. Poindexter & Stuart Rosow

May 22, 2019

On May 13, 2019, the U.S. Internal Revenue Service (“IRS”) and Treasury Department published proposed regulations providing guidance on the rules imposing withholding and reporting requirements under the Code[1] on dispositions of certain partnership interests by non-U.S. persons (the “Proposed Regulations”). The Proposed Regulations expand and in important ways modify earlier Notice 2018-29[2] on dispositions of non-publicly traded partnership interests.[3] Unless otherwise specified, this post focuses on the aspects of the Proposed…

Tax Talks

The Second Set of Proposed Opportunity Zone Regulations

By David S. Miller, Jean Bertrand, Sejin Park, Sean M. Webb, Amanda H. Nussbaum, Ira G. Bogner, Richard M. Corn, Martin T. Hamilton, Malcolm Hochenberg, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jeremy Naylor, Alan Parnes, Jamiel E. Poindexter & Stuart Rosow

April 30, 2019

Introduction On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section 1400Z-2 of the Internal Revenue Code (the “Code”) regarding the qualified opportunity zone program, which was enacted as part of the law commonly referred to as the “Tax Cuts and Jobs Act” (“TCJA”).[1] The Proposed Regulations are very taxpayer friendly,…

Tax Talks

Proposed FDII Regulations under Section 250

By David S. Miller, Sean M. Webb, Elizabeth Johnston Wytock, Amanda H. Nussbaum, Stuart Rosow, Richard M. Corn, Michael Fernhoff, Martin T. Hamilton, Malcolm Hochenberg, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jeremy Naylor, Alan Parnes & Jamiel E. Poindexter

April 22, 2019

I. Introduction. On March 4, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) regarding the deduction for “foreign-derived intangible income” (“FDII”) under section 250 of the Internal Revenue Code.[1] Section 250 was enacted in 2017 as part of the tax reform act.[2] Very generally, section 250 provides domestic corporations with a reduced effective 13.125% tax rate on FDII, which is…

Tax Talks

“Passthrough Deduction” Regulations Finalized

By David S. Miller, Jo Habenicht, Amanda H. Nussbaum, Richard M. Corn, Michael Fernhoff, Mitchell Gaswirth, Martin T. Hamilton, Malcolm Hochenberg, Scott S. Jones, Mary B. Kuusisto, Arnold P. May, Jeremy Naylor, Alan Parnes, Jamiel E. Poindexter & Stuart Rosow

March 11, 2019

On January 18, 2019, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) released final regulations (the “Final Regulations”) regarding the “passthrough deduction” for qualified trade or business income under section 199A of the Internal Revenue Code.[1] The Final Regulations modify proposed regulations (the “Proposed Regulations”) that were released in August 2018. The Final Regulations apply to tax years ending after February 8, 2019, but taxpayers may rely on the…

Tax Talks

Extension of FBAR Filing Deadline for Certain Filers

By Martine Seiden Agatston, Michael Fernhoff, Abraham Gutwein, David S. Miller & Amanda H. Nussbaum

February 11, 2019

On December 4, 2018, FinCEN issued Notice 2018-1, extending the filing deadline for the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), for certain individuals with signature or other authority over (but no financial interest in) employer-owned foreign financial accounts to April 15, 2020. FinCEN has provided similar extensions over the previous six years.[1] This new extension applies to reporters with signatory authority during the 2018 calendar year and to…

David S. Miller

IRS provides very modest relief from downward attribution resulting from the repeal of section 958(b)(4)

Democratic Tax Policy Proposals

State Tax on Trust Income Based Solely on In-State Residence of Beneficiaries Found Unconstitutional

Proposed Regulations Provide Clarity for Qualified Foreign Pension Fund Exception

Final IRS Regulations Sync Section 956 with TCJA Participation Exemption – Limits “Deemed Dividends” for U.S. Corporate Shareholders of CFCs

Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons

The Second Set of Proposed Opportunity Zone Regulations

Proposed FDII Regulations under Section 250

“Passthrough Deduction” Regulations Finalized

Extension of FBAR Filing Deadline for Certain Filers

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