David M. Spaulding

David M. Spaulding



Offers sophisticated, practical and comprehensible advice on complex benefits and compensation matters. More than two decades of experience advising clients of all sizes. Brings unique expertise in payroll tax treatment and reporting issues, including worker classification. 

David Spaulding’s experience covers a wide range of employee benefits matters, including the design, implementation, communication, administration and amendment of all types of tax-qualified retirement plans, executive compensation arrangements, equity-based compensation plans, and health and welfare plans.

He advises clients on matters related to nonqualified and tax-qualified benefit arrangements including ERISA, IRC Section 409A and multidisciplinary issues involving corporate and tax laws relating to employee benefits. David has experience with retirement; welfare and fringe benefits; design, administration and disclosure matters for domestic and international equity-based compensation plans; and reporting, withholding, and tax controversy matters related to payroll taxes for compensation and benefits. In the context of mergers and acquisitions, he conducts due diligence, negotiates agreement terms and advises on post-merger integration issues.

David serves as co-chair of diversity, equity and inclusion at Brownstein and previously served as co-chair of the firm’s Pride employee resource group.

Prior to joining Brownstein, David was counsel in the ERISA, employee benefits and executive compensation practice groups in the Palo Alto office of a global law firm.

Representative Matters

Recent Experience

  • Represented Therm-x of California, Inc., a manufacturer of temperature sensors, industrial heaters and process control products and systems, in the sale to Backer EHP Inc., a subsidiary of NIBE Industrier AB, a Swedish public company (NIBEb.ST).

  • Served as employee benefits counsel to an affiliate of Lion Equity Partners, a Denver-based private equity firm, in its acquisition of Homes & Land, an integrated real estate media platform, providing local real estate information throughout the U.S. and parts of Canada.

  • Counsel to cosmetics and skin care brand Tarte, Inc., a portfolio company of Encore Consumer Capital, in its sale to Japan's KOSÉ Corporation, a Tokyo-based global cosmetics business.

  • Employee benefits counsel to Tropicana Entertainment and its majority shareholder, Icahn Enterprises, in the acquisition of the Lumiere Place Casino, HoteLumiere, and Four Seasons Hotel St. Louis, from certain subsidiaries of Pinnacle Entertainment.

  • Employee benefits counsel to Victory Park Capital Advisors in the sale of its portfolio company, Global Employment Holdings to TZP Group.

  • Employee benefits counsel to DigitalGlobe in its acquisition of Spatial Energy, a leading source for digital imagery and related services to the energy industry.

  • Employee benefits counsel to RGS Energy in its acquisition of Mercury Energy, an east coast solar integrator.

  • Employee benefits counsel to a multi-platform media company in its equity sale to Lee Equity Partners, LLC.

  • Employee benefits counsel to KSL Capital Partners in the sale of five iconic resort properties to TRT Holdings, owner of Omni Hotels & Resorts in a series of five related transactions. The properties included in the sale are Barton Creek Resort & Spa in Austin; La Costa Resort & Spa in Carlsbad; Rancho Las Palmas Resort & Spa in Rancho Mirage, California; Grove Park Inn in Asheville, North Carolina; and The Homestead Resort in Hot Springs, Virginia.

  • Served as employee benefits counsel to Alliant Energy Services, LLC in its disposition of 100% of the stock of its subsidiary, RMT, Inc. to Infrastructure Energy Services, LLC (IEA).

  • Served as employee benefits counsel to a healthcare company in a joint venture ownership structure for in vitro fertilization labs.

  • Served as employee benefits counsel to Republic Financial Corporation in its sale of Griffith Enterprises, LLC to Amphenol Corporation. Griffith Enterprises is a Cottonwood, Arizona-based aerospace systems and components manufacturer specializing in the production of mission-critical interconnect harnesses, electrical sub-assemblies and engine and system controls.

Insights & Publications



  • LL.M., 1997, University of Denver Sturm College of Law
  • J.D., 1995, Tulane University Law School
  • B.B.A., 1991, Loyola University New Orleans


  • Colorado
  • California

Community Involvement


Board of Directors and Nominations and Governance Committees, Florence Crittenton Services of Colorado

Board of Directors and Executive Committee, Denver Urban Scholars and its successor Denver Kids, 2012-2020



"David is a wealth of knowledge, very easy to work with and has the ability to anticipate next questions." "David is a very thorough and aware attorney. He is very responsive and creative around finding solutions." – Chambers USA, 2022

Chambers USA, 2022-2024

Best Lawyers in America, Employee Benefits (ERISA) Law, 2023