Don Rocap’s practice focuses on the tax and structuring aspects of acquisitions, dispositions, and reorganizations and private equity fund formations.

Described by sources as a "significant force” in the team when it comes to the tax aspects of corporate transactions, Don is known for “bringing a level of sophistication that’s two or three levels up from anybody else.” He has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global from 2002–2018.


Thought Leadership


Mergers, Acquisitions, and Buyouts, by Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions, by Jack S. Levin and Donald E. Rocap

"Granting Equity to Service Providers in an Uncertain Environment," Southern Federal Tax Conference (2011) (with Stephen Butler)

"The Mixed-up World of Pseudo Passthroughs," Taxes (March 2007) (with Russell Light)

"The Jobs Act's Harsh New Deferred Compensation Rules," Tax Notes (September 12, 2005) (with Jack S. Levin and Keith E. Villmow)

"Selected Tax Issues in Structuring Private Equity Funds," NYU Institute on Federal Taxation (2004) (with James H. Lokey, Jr.)

"Partnership Joint Ventures of Operating Businesses," Taxes (Dec. 1994)

"A Transactional Guide to New Code Section 197," Tax Notes (October 25, 1993) (with Jack S. Levin)

"A Transactional Guide to Federal Tax Aspects of Restructuring Troubled Corporation Debt," Tax Notes (September 2, 1991) (with Jack S. Levin)

"Dividends Paid to an ESOP--Ace Is Not the Place," Tax Management Compensation Planning Journal, v. 18, No. 4, April 6, 1990 (with George B. Javaras)

"Passthrough Rules for Financial Intermediaries: Different Routes to a Single Tax," Taxes (Dec. 1989)

"Golden Parachute Regulations Clarify Many Issues," 71 Journal of Taxation, No. 4, 204 (Oct. 1989)

Speaking Engagements 

Don's lectures at tax conferences include:

  • Practising Law Institute Conference on Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings
  • Practising Law Institute Conference on Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances
  • University of Chicago Federal Tax Conference
  • New York University Institute on Federal Taxation
  • Southern Federal Tax Conference
  • Tax Executives Institute Midyear Conference
  • Philadelphia Tax Conference
  • Tulane Tax Institute
  • Chicago-Kent College of Law Federal Tax Institute
  • Garrett Corporate and Security Law Institute
  • National Association of Real Estate Investment Trusts Law and Accounting Conference
  • Various meetings of the American Bar Association and Chicago Bar Association


Law School Teaching:

University of Chicago School of Law — 1997 to present.
Lecturer, teaching "Structuring Venture Capital Transactions."

Chicago-Kent College of Law — 1990 to 1996.
Adjunct professor in graduate tax program, teaching “Corporate Reorganizations” and “Advanced Income Taxation.”


Admissions & Qualifications

  • 1980, Pennsylvania (inactive)
  • 1990, Illinois


  • University of Virginia School of LawJ.D.1980
    Order of the Coif
  • Duke UniversityB.A., Economicsmagna cum laude1977