Transactions
Tax Law: Represents companies and individuals in virtually all aspects of tax planning and controversy resolution before the Internal Revenue Service and state taxing authorities; Representative controversy cases include 100% employment tax penalty; ERISA compliance (DOL and IRS) involving both income tax and fiduciary liability; fraud and negligence; accumulated earnings tax; income reconstruction; tax-free exchanges; reallocation of income; substantiation; timing; characterization; mergers; consolidated returns; and collections; Representative planning cases include structuring real estate and business transactions and entities, exchanges, mergers and acquisitions, debt cancellation and other matters. Tax planning cases involving up to $1,000,000,000 or more. Controversy cases ranging from $25,000-$15,000,000+. Real Estate: Represents several real estate development companies as general counsel. Real estate related matters include acquisitions, sales, exchanges, financing, reorganizations, debt restructuring, leases, partnerships, joint ventures, broker-agent relationships, bond issues, options, licenses, easements, subdivisions, landlord-tenant issues, foreclosures, homeowner associations, land use, zoning, syndications, private placements, condemnation, race track leases, development agreements, cost sharing agreements, shared appreciation mortgages, and litigation support. Lead attorney in various transactions ranging up to $1,000,000,000. Business Law: Represents companies as general counsel advising in connection with owner relationships and dispute resolution; mergers and acquisitions; employment matters; contracts; leases; deferred compensation plans; and general business law including general guidance in bankruptcy matters; Representation has included companies with five to 4,000,000 employees. Estate Planning: Represents individuals in all aspects of estate planning and trust and probate administration. Estate plans include estates from $100,000-$500,000,000. Experience in planning including living, marital deduction, irrevocable, life insurance, charitable, grantor retained interest, and intentionally defective grantor trusts and charitable foundations. Business and asset succession planning has included recapitalizations, buy/sell agreements, split interest acquisitions, partnerships, estate freezes, private annuities, self-canceling installment notes, management trusts, ESOP planning and gifting with minority and lack of marketability discounts. Probate and trust administration has included contested matters, asset identification and evaluation, payment of creditors, distributions of qualified plans, beneficiary identification and determination of distributive shares, post-mortem tax planning, trustee and beneficiary representation and representation in estate and gift tax audits. Asset protection has included analysis of favorable jurisdictions, utilization of trusts, limited liability companies, corporations and limited partnerships and buy/sell agreements. Incapacity planning has included powers of attorney, conservatorships and guardianships. Health Law: Represents various health professionals in connection with their tax planning, entity selection, profit sharing design, employment agreements, leases, deferred compensation plans, buy sell arrangements, merger and acquisitions, third party contracts, practice sales, equipment leasing, affiliated entity investments, antitrust, kickback and prohibited transaction rules and other matters. Expert Witness: Acts as a defense witness in legal/accounting malpractice cases as well as an expert in real estate, tax, and trust/probate cases. He has provided trial testimony on various complex tax, real estate and business transactions.
