Taxation

Represented Green Circle Growers, a family-owned company with one of the largest greenhouse operations in the United States, in a tax appeal relating to the classification of commercial greenhouses as real or personal property. In 2018, the Ohio Board of Tax Appeals agreed with Green Circle Growers and classified the greenhouses as business fixtures, which are a type of personal property. Local officials appealed that decision, and on March 29, 2021, Ohio’s Ninth District Court of Appeals sided with Green Circle, rejecting arguments from the local officials, who had “ask[ed] for greenhouses to be included in property valuations as real property.” The Court’s decision cited binding precedent from the Ohio Supreme Court in an earlier case, Metamora Elevator Co. v. Fulton Cty. Bd. Of Revision, which Brollier had also successfully led.

The decision resulted in a roughly 75 percent reduction in annual real property taxes. The Ohio Board of Tax Appeals ruled in favor of Bricker’s client, finding the greenhouses constitute personal property, not real estate, and therefore the property owner should not pay real property tax on them.

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.

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.

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.

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.