People
Justin D. Cook
Justin’s practice focuses on matters of federal and state taxation. He frequently advises 501(c)(3), 501(c)(4) and 501(c)(6) organizations, including hospitals, foundations, political organizations and trade associations, on federal tax issues related to formation, attaining recognition of exemption, operational structures, transactions and dissolution. In doing so, he helps clients navigate the complex supporting organization rules, comply with rules against private inurement and excess benefits, and develop efficient corporate structures for unrelated business activities.
With respect to state taxation, Justin advises businesses on corporate and transaction structures with an emphasis on Ohio’s sales, use and commercial activity taxes. He is also experienced in matters of state tax controversy. In this capacity, he represents taxpayers under audit by the State of Ohio, as well as taxpayers challenging assessments of tax through the administrative process. He is also well-versed in the economic incentives available through Ohio’s Qualified Energy Project tax abatement program.
In conjunction with his tax practice, Justin also advises both for-profit and nonprofit organizations on matters of corporate governance.
Justin earned his Juris Doctor from the Wake Forest University School of Law. He also earned his Master of Laws in Taxation from the Georgetown University Law Center. While attending Georgetown, Justin was an extern with the Honorable Judge Joseph R. Goeke of the United States Tax Court.
Experience
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Multi-state mortgage lender acquisition transaction closing
Closed complex transaction spanning over a nine-month time period, involving the acquisition by client purchaser of a regulated multi-state mortgage lender, including negotiation and completion of a $10 million subordinated debt facility, a $17 million securities offering to investors in over 20 states, structuring the acquisition transaction and roll-over of equity and several other related joint venture transactions.
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Corporate employment reorganization
Implemented a corporate reorganization for a privately owned retailer operating in numerous states. This involved merging approximately 13 corporations out of existence and establishing one consolidated entity to employ all Ohio employees. Work was completed in five business days due to the impending close of the client’s fiscal year.
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First loan transaction for southeast Ohio client
Coordinated the first loan transaction for a southeast Ohio-based business incubator/loan fund, which provided resources to a food manufacturer of gluten and allergen-free products. This was an important milestone for both the lender and the borrower, which will become a productive employer of local Ohioans. Likewise, the facility will likely be a key player in business development for this region of the state.
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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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Electric generation plant
Assisted in closing in excess of $500 million of debt and equity financing for the construction of an Ohio-based 800 MW electric generation plant on behalf of an energy company. This transaction involved dozens of
parties including lenders, equity investors, land sellers, railroads, gas pipeline companies, governmental entities, a title insurer and others.
Professional & Community Activities
- Chair, American Health Law Association Tax and Finance Practice Group
Presentations & Published Works
- Author, "Key Changes to Ohio’s Tax Laws" Tax Notes State, August 21, 2023
- Panelist, “Tax Treatment of Nonprofit Entities," Ohio Tax Conference, August 2023
- Panelist, "Emerging Tax Issues," American Health Law Association Annual Meeting, June 2023
- Panelist, "Local Government Tailored Incentives Available Under the Inflation Reduction Act," Northeast Ohio Law Directors Association, May 2023
- Panelist, "Ohio Legislative Process: How You Can Help Shape Tax Policy and Your Future," Ohio Business Tax Conference, January 2022
- Chapter Author, "Ohio Sales & Use Tax," ABA Sales and Use Tax Deskbook, 31st ed. 2017-2018; 32nd ed. 2019-2019; 33rd ed. 2019-2022
- Author, "Schedule B and State-Mandated Disclosure: Americans for Prosperity v. Bonta," AHLA Practice Group Alerts, September 15, 2021
- Author, "CAT Group Elections: Form Over Fairness?" Tax Notes State, March 22, 2021
- Co-Author, “Takeaways for Hospitals from the IRS TE/GE Fiscal Year 2021 Program Letter,” AHLA Tax and Finance Practice Group Alerts, November 9, 2020
- Author, “Supreme Court of Ohio Upholds Centralized Tax Collection,” OMA Leadership Briefing Publication, November 5, 2020
- Co-author, "The Tax Angles of Ohio’s COVID-19 Response," Tax Notes State, August 3, 2020
- Co-author, "The Future of Drop-and-Swap Transactions in Ohio Real Estate," Tax Notes State, March 30, 2020
- Author, "Karvo Paving Co. v. Testa: Defining a Sale and Affiliation," Tax Notes State, December 9, 2019
- Speaker, "Energy Utilities: Property Taxation and Public Finance Implications," Winter Conference of the County Auditors Association of Ohio, November 2019
- Author, “Contributor Reporting and Larger Implications for IRS Guidance,” AHLA Practice Group Alerts, October 11, 2019
- Author, "A Refresh of Ohio’s Sales and Use Tax Code," Tax Notes State, August 19, 2019
- Co-author, "The Expanding Reach of Ohio’s Commercial Activity Tax," Tax Notes State, May 20, 2019
- Author, “Updated Application Forms and New Fee Schedule,” AHLA Practice Group Alerts, March 12, 2018
- Author, "Passthrough Entities and Professional Employer Organizations," Tax Notes State, February 19, 2018
- Author, “Remote Sellers and Use Tax,” OMA Leadership Briefing Publication, January 19, 2018
- Co-author, "Ohio Tax Updates, 2017 Edition," Tax Notes State, December 18, 2017
Bar Admissions & Activities
- Admitted, State of Ohio
- Admitted, State of North Carolina
- Member, Ohio State Bar Association
Awards & Recognition
- Listed, Best Lawyers in America (Tax Law), 2021–2023
- Rising Star, Ohio Super Lawyers (Tax: Business), 2021–2023
Education
- Georgetown University Law Center (LL.M. in Taxation, with Distinction)
- Wake Forest University School of Law (J.D., cum laude; Former Staff Member, Wake Forest Journal of Business and Intellectual Property Law)
- Wofford College (B.A. in Government, minor in English, magna cum laude; Former Commander (President), Sigma Nu Fraternity)
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