Industries & Practices

Taxation

Growth stage company structuring

Counseled a growth-stage company in the merger of a legacy S corporation into a newly-formed C corporation with Code Section 1202 Stock attributes. The transaction also involved a private offering of securities to a limited number of accredited investors and structuring acquisitions of technology companies in “roll-up” of target businesses in asset transactions in various states with a related party management services corporation affiliated with the same.

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Tax-free reorganization of farm property

Advised a client in the separation of several hundred acres of farm property into two separate corporations owned by siblings in a Code Section 351 tax-free reorganization transaction. In a similar transaction, our team counseled a manufacturing client in a tax-free “split up” of separate lines of business in the manufacturing company under Code Section 368 tax-free reorganization rules.

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Profits interest plan structuring

Counseled a $50 million business services company in the reorganization of a legacy S corporation into an LLC, taxed as a partnership to facilitate the infusion of venture capital with a profits interest plan and award agreements for the key service providers. Our team also assisted the client with converting legacy stock option awards into profits interests with layered performance-based incentive agreements taxed as compensation.

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Complex partnership merger

Structured, documented and lead a $40 million reorganization transaction for an investor client involving a tax-neutral exchange of partnership interest in a multi-location hospitality venture, with cash-out payments to the operator and managers.

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Qualified opportunity zone planning

Structured a multi-million dollar blind pool qualified opportunity fund with related tax and securities aspects for investment in commercial real property in qualified opportunity zones in Ohio and other states. In similar matters, our team counseled qualified opportunity fund managers and investors in federal and state tax aspects of formation, structuring and investing in qualified opportunity funds and qualified opportunity zone property.

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Energy generation facility counsel

Represent Apex Power Group before the Ohio Power Siting Board (OPSB) for the proposed Guernsey Power Station, a 1650-megawatt, natural gas-fired energy generation facility. In 2017, the project received approval to construct and operate the facility. Our team continues to provide substantial regulatory, legislative, tax, permitting and real estate counsel. In addition, we resolved issues involving interconnection with the local transmission company and the Ohio Department of Natural Resources.

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International manufacturer facility in central Ohio

Retained by an Italian-based company to provide all legal services in the construction and development of a 1.4 million-square-foot manufacturing facility in central Ohio. One of the main aspects of the site selection involved the environmental conditions of the site and environmental permitting issues in the project’s development. In this engagement, the firm assisted with various real estate, environmental and tax matters, including the negotiation of a variety of easements. The PUCO has approved energy efficiency rebates for the company’s combined heat and power systems which will result in significant cost savings and operational benefits.

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Favorable compliance statements

Obtained multiple favorable compliance statements under the IRS’ Employee Plans Compliance Resolution System. 

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Innovative tax exemption strategy

Obtained a favorable decision from the IRS on behalf of a nonprofit, public sector managed care company involving an innovative legal approach to acquiring tax exempt status.

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Favorable Ohio Supreme Court ruling on behalf of agribusiness client

Successfully represented a grain handling company before the Board of Tax Appeals and the Ohio Supreme Court. The board and the court both ruled in favor of our client, finding that grain storage bins should not be classified and taxed as real property. This decision had state-wide implications and remains relevant to other disputes affecting the classification of property under Ohio’s tax laws. View additional details on this matter.

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Ohio Supreme Court decision on tax exemption

Successfully represented a city in a lawsuit and administrative appeal relating to the tax exemption of the city’s convention center. The Supreme Court of Ohio heard the case and issued a decision in favor of the city, holding that the opposing side had failed to take steps that were necessary to give it standing to oppose the convention center’s exemption.  

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Tax legislation testimony

Provided testimony on a number of tax policy issues for various clients before committees of both houses of the Ohio General Assembly.

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