Taxation

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.

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.