Education

University of Virginia, J.D. (1993)

Virginia Tech, B.A., Economics, cum laude (1990)

New York University, LL.M. in Taxation (1995)

Admissions

Maryland

Virginia

Florida

California

Certified Tax Specialist by the Florida Bar

United States Tax Court

Representative Matters:

BUSINESS TAX

    Domestic Business Tax Experience - Planning

• Planned and supervised execution of tax-free acquisitive corporate reorganizations of two brother-sister S corporations by two unrelated Real Estate Investment Trusts (REITs) for over $750 million of merger consideration. This transaction involved the amendment of an LLC agreement so that it would generally conform with agreements typically described as downREIT agreements, over $250 million of like-kind exchanges of improved real estate, and numerous state and local recordation tax considerations.
• Advised C corporation with large net operating loss carry-forwards against electing to be taxed as REIT or S corporation. Advised several start-up commercial real estate businesses against organizing as REITs and to organize as entities initially taxed as partnerships.
• Structured numerous sales of real estate as income tax deferred like-kind exchanges. This includes traditional land swaps, deferred forward exchanges, reverse exchanges, exchanges between related taxpayers, exchanges involving sales of real estate by partnerships that cashed out one or more partners after the exchange, and exchanges involving tangible personal property. The real properties were primarily shopping centers and office buildings.
• Structured numerous purchases of commercial real estate so as to avoid or minimize state and local real estate transfer and recordation taxes. I have an extraordinary expertise in Maryland state and local recordation and transfer taxes.
• Merged distressed real estate developer’s S corporation into a Maryland statutory trust taxed as a disregarded entity so as to recognize $45 Million ordinary loss and use this loss as a net operating carry-back to obtain refunds of income tax for prior tax years. This transaction was designed so as to avoid generating Maryland recordation and transfer taxes and Delaware real estate transfer tax. This transaction saved the client’s business.
• Converted 120 year old C corporation that owns 3,000 acres of developable land and a social club in a luxury community into IRC section 528 homeowners’ association. This transaction avoided corporate income tax on future dues and assessments, recognition of gain upon conversion, and avoided state and local real estate transfer taxes.
• Restructured bankrupt group of affiliated corporations that operated hotels throughout Virginia and North Carolina as a limited liability company under the supervision of a bankruptcy court.
• Structured exporter’s business through corporation taxed as an IC-DISC so as to significantly reduced the federal income tax generated by exporting activities.
• Converted distressed corporation into a limited liability company that is taxed as a partnership for federal tax purposes in order to recognize an immediate capital loss and plan for best possible facts for supporting a reporting position that owners are entitled to ordinary losses for worthlessness of their membership interests and bad debts owed to them by the entity.
• Reviewed bond issuance documents to ensure that interest generated by bonds is exempt from California income tax.
• Planned divisive reorganization of a corporation that formerly operated a funeral home and a florist shop in a split- up so that there were two corporations that were owned and operated separately after the transaction.
• Structured S corporation as general partner of limited partnership prior to receiving a local government grant so that the grant would qualify for exemption from federal and California income tax and to maximize ability to use federal income tax credit for rehabilitating historic buildings.
• Drafted numerous partnership agreements and limited liability company operating agreements.
• Advised Indian tribes, their Section 17 corporations, and other affiliated entities, regarding avoidance of federal and state income tax, state sales tax and use tax and federal excise taxes on businesses operated directly by the tribe.
• Advised individual Indians regarding avoidance of federal and state income tax on transactions involving the sale of land.

    Domestic Business Tax Experience - Controversies

• Drafted Amicus Curiae brief filed with the U.S. Supreme court arguing Indian tribes are exempt from the federal excise taxes on wagering.
• Represented an estate before the U.S. Tax Court in a federal income tax dispute regarding the worthlessness of a partnership interest and indebtedness owed by the partnership to the decedent. This case was settled on terms that enabled the taxpayer to deduct 58% of the amount originally reported on the decedent’s federal income tax return.
• Represented Virginia retailer before the Maryland Tax Court in a use tax dispute. This case was settled on terms that required the taxpayer to pay two-thirds of the assessed tax and all penalties and interest were waived.
• Represented Maryland retailer before the D.C. Tax Court in a sales & use tax dispute that settled on favorable terms to the taxpayer.
• Represented taxpayers before the IRS in numerous administrative appeals.
• Represented Maryland landowners in successful administrative appeals of assessed values for annual state and local real estate tax purposes.
• Provided technical advice to trial counsel in a successful criminal defense of a Virginia income tax fraud prosecution.
• Successfully represented a member of a limited liability company in an administrative appeal of an unfavorable audit regarding the member’s liability for federal self-employment tax.
• Advised several out-of-state corporations regarding use tax collection duty disputes with the California State Board of Equalization.
• Represented individual in a successful administrative claim for refund of Virginia Airplane Use Tax.

    International Business Tax Experience - Inbound Transactions

• Structured U.S. holdings of German investment funds so as to qualify for pass-through U.S. income tax treatment and eligibility for treaty benefits. Drafted tax opinion letter on tax consequences of structure.
• Structured ownership of computer servers located within the U.S. through a domestic limited partnership that is a wholly-owned subsidiary of a French corporation that sells tangible personal property in the U.S. via the internet. This structure is designed to avoid the French retailer creating a permanent establishment within the U.S. and to minimize the number of states where the French corporation arguably has nexus with states for sales and use tax purposes.
• Organized a domestic subsidiary of a Japanese corporation as a limited partnership. This structure enabled the limited partnership to be a disregarded entity for U.S. income tax purposes and allowed the pass-through of anticipated short-term losses to the parent for Japanese income tax purposes. Also, this structure enabled the Japanese parent to repatriate U.S. profits to Japan without imposition of U.S. branch profits tax through operation of the United States-Japan income tax treaty. Lastly, this structure minimized California franchise tax on U.S. operations.
• Organized a domestic subsidiary of a Norwegian corporation as a limited liability company. This structure enabled the subsidiary to be a disregarded entity for U.S. income tax purposes and avoided U.S. branch profits taxes through operation of the United States-Norway income tax treaty. Also, this structure minimized California franchise tax and Norwegian corporate income tax.
• Advised several Japanese corporations regarding federal and state income tax, state sales and use tax, federal excise tax and FIRPTA withholding tax consequences arising from the sale of domestic corporate subsidiaries.
• Structured sale of assets owned by a domestic corporation that was wholly-owned by a German non-resident alien. This structure enabled the shareholder to completely avoid federal income tax and minimized the owner’s German income tax liability.
• Advised numerous Asian importers regarding statutory and tax treaty rules regarding U.S. source income for federal income tax purposes. Assisted these businesses in avoiding federal income tax return filing requirements and federal income tax liability.

    International Business Tax Experience - Outbound Transactions

• Structured European subsidiaries of U.S. pharmaceutical company so that the subsidiaries are disregarded entities for U.S. income tax purposes. This structure is designed to enable the U.S. parent to deduct anticipated early years operating losses generated through European operations against positive U.S. source business income.
• Engaged in inversion transaction whereby the Swiss GmbH subsidiary of a U.S. corporation became the parent company.
• Merged small U.S. pharmaceutical corporation into a Swiss limited partnership in a transaction that was designed to be taxed as a liquidation of the corporation and a contribution to capital of the partnership, and was designed to distribute the corporation's intellectual property to the partnership so as to avoid potential U.S. income tax on profits earned outside of the United States.
• Structured joint venture between an American corporation and a Venezuelan oil company as a Venezuelan limited liability company taxable as a partnership in the U.S. This structure was designed to facilitate use of U.S. foreign income tax credits against U.S. income tax liability.
• Represented subsidiary of an Indian tribe's Section 17 corporation before the U.S. competent authority appeal of German assessment of income tax pursuant to terms of U.S.-Germany income tax treaty, and the NATO status of forces agreement. Appeal was in regard to whether subsidiary is liable for German income tax on revenue generated by providing services to U.S. service men serving at military bases within Germany.
• Organized a Mexican subsidiary of a U.S. corporation as the Mexican equivalent of a limited partnership. This structure enabled the entity to be a disregarded entity for U.S. tax purposes, which greatly simplified U.S. income tax credit and federal income tax transfer pricing issues.
• Structured business conducted in Ontario by Floridians as a limited partnership. This structure enabled the partnership to be a disregarded entity for a U.S. tax purposes which greatly simplified federal foreign income tax credit and federal income tax transfer pricing issues and avoided Florida intangibles tax.
• Advised resident aliens who own a group of foreign corporations throughout Asia regarding application of controlled foreign corporation federal income tax rules.

TRUSTS & ESTATES

    Estate Planning Transactions

• Organized limited partnerships and limited liability companies to facilitate valuation discounts for estate and gift tax purposes and to transform U.S. real estate owned by out-of-state residents into intangible personal property for state probate law purposes and to convert real estate owned by non-resident aliens into intangible personal property for federal gift tax purposes.
• Drafted Personal Residence Trusts, Qualified Personal Residence Trusts, Charitable Remainder Annuity Trusts, Charitable Remainder Unitrusts, Charitable Lead Annuity Trusts, Grantor Retained Annuity Trusts, Grantor Retained Interest Trusts, and Irrevocable Life Insurance Trusts.
• Drafted special tax apportionment clauses in wills and trusts of testators/settlors who intended to apportion estate tax against charitable or marital bequests.
• Performed extensive research of the probate and trust laws of Georgia, Maryland and Virginia for firm’s estate planning document forms drafting project.
• Represented former U.S. citizen in requesting a Private Letter Ruling regarding whether he was motivated by avoiding U.S taxes when he renounced his U.S. citizenship.
• Advised client who owns over $28 million of life insurance policies regarding changes in rules governing the taxation of split-dollar life insurance.
• Structured a gift of a legal life estate in real estate to the remaindermen as a net gift for federal gift tax purposes.

    Estate Administration Transactions

• Prepared numerous successful claims for refund of federal estate and gift tax, federal excise tax, state estate tax, and penalties and interest erroneously assessed. These claims have involved the following issues: (a) additional credit for federal estate tax paid on a prior transfer, (b) additional credit for foreign for foreign death taxes paid, (c) additional deductions for administrative expenses and indebtedness of the decedent, (d) abatement of erroneously assessed penalties and (e) refund of federal excise tax paid by decedent’s estate on excess accumulations of qualified deferred compensation pan assets.
• Successfully represented personal representative in estate tax apportionment litigation.
• Successfully represented trustee and beneficiaries in a trust reformation suit involving a $170 million testamentary trust of a decedent who died in 1957. Suit corrected an error in the perpetuities clause while preserving its grandfathered status form the federal generation-skipping transfer tax.
• Successfully represented life tenant and contingent remaindermen in suit to sell marketable title in a $38 million farm that was subject to an invalid spendthrift clause in a 1948 will that purported to prohibit a sale of the farm prior to the death of the life tenant.
• Obtained dismissal of suit against out-of-state trustee of a formerly revocable trust brought by the personal representative of the settlor’s probate estate on lack of personal jurisdiction grounds.
• Successfully represented wealthy non-citizen in federal income tax dispute regarding whether he was a resident of the U.S. for several years during the 1990’s.
• Researched and filed a Qualified Disclaimer that preserved an estate tax charitable deduction equal to the actuarial value to the remainder interest, determined at the time of the decedent’s death, in a defectively drafted Charitable Remainder Annuity Trust. Successfully represented estate of holder of an unexercised pre-1942 general power of appointment regarding whether the value of the trust is subject to estate tax.
• Successfully represented widower regarding whether real estate was improperly devised under Florida’s homestead laws and obtained a legal life estate for client in a Palm Beach, Florida mansion.