Practice Areas & Industries: Greenbaum, Rowe, Smith & Davis LLP

Practice/Industry Group Overview

When a client walks through our doors, he or she may have a current problem or issue, such as an estate plan, a tax problem, or a business succession plan. However, the work of our department nearly always has implications for the future. Our job is to insure that both today's issues and tomorrow's strategies are successfully in place, helping clients plan for their estates, avoid liability and preserve assets.

Services Available

Our Department provides a full spectrum of basic and sophisticated services for individuals, business owners, corporate executives and directors, non-profit and tax exempt entities, and professionals in all phases of business and personal tax, estate planning and administration, and employee benefits. While many of the firm's clients are mid-market businesses and company owners doing business in New Jersey and elsewhere, we also work with out-of-state firms doing business in New Jersey. For all clients, our services may include representation in these areas:

• Wealth preservation and accumulation strategies
• Asset protection planning
• Tax minimization
• Tax controversies, both federal and state
• Succession planning
• Elder law issues
• Employee benefits
• Executive compensation
• Estate litigation
• Non-profit/tax-exempt issues

Our Department has worked on some of the most complicated trusts and estates matters in New Jersey. We are nationally known for our work in probate law, and we have substantial experience in trust and estate administration and wealth preservation for high-net-worth individuals and owners of closely held businesses. All clients, those with substantial wealth and sophisticated planning issues as well as those with very basic needs, receive the benefit of our broad professional experience.

Our lawyers advise individual and corporate fiduciaries on all facets of estate and trust administration, preparation of state and federal death and fiduciary income tax returns, post-mortem tax planning, and fiduciary accountings. We handle will contests, will and trust construction and other fiduciary litigation for individuals, as well as for bank trust departments.

Our tax practice is a cornerstone of the department. A majority of our lawyers hold secondary postgraduate degrees, such as a master of laws in taxation. Our tax work covers the complete range of tax requirements involved in the sale, acquisition, ownership, structure, operation and succession of privately and publicly owned businesses. We are seasoned in representing clients in administrative proceedings before the Internal Revenue Service and other governmental agencies at both the state and local levels.

Employee Benefits: "Outside Benefits Counsel"

Many clients are mid-market business owners who do not have in-house counsel, particularly in the ever more complex area of employee benefits. With the passage of federal and state laws affecting this area, such as the Pension Protection Act of 2006 and the New Jersey Civil Union Act of 2007, companies require highly informed and practical advice. As an integral part of the business team, we work closely with our Corporate Department in addressing the range of employee benefits issues that typically arise in the context of mergers, acquisitions, spin-offs and other transactions. Our lawyers are fully versed in counseling businesses on the structure and operation of qualified and non-qualified deferred compensation, retirement and incentive compensation plans, including:

• Employee Stock Ownership Plans
• Stock option plans
• All forms of equity-based compensation arrangements
• Executive compensation
• Fiduciary issues under ERISA
• Design and operation of health and welfare plans

Elder Law

As our population ages, elder law issues affect not only families, but also employees in the workplace who may be responsible for caring for relatives. Our department offers a full menu of services in the area of elder law, which encompasses:

• Planning for government programs and benefits such as Medicaid
• Guardianships
• Powers of attorney
• Living wills and medical directives
• Special needs trusts
• Medicaid applications

Experience Counts

Three lawyers have been elected as Fellows to the American College of Trust and Estate Counsel, one attorney is a member of the National Academy of Elder Law Attorneys, and another is a fellow of the American College of Employee Benefits Counsel. Department attorneys often serve as expert witnesses and hold key positions of the national, state and county bar associations' sections and committees. Many have extensive experience lecturing and authoring articles on various tax, trusts and estates, elder law and employee benefits issues.

• Structured sale of $25 million of stock in a family business to a defective grantor trust for the benefit of the client’s children.  This sale should remove a significant asset from the client’s estate without any gift tax consequences.
• Created a supplemental needs trust to preserve the assets received by a divorcing spouse who will require nursing home care.
• Structured the sale of a medical practice and related real estate.
• Act as general counsel to a large private foundation involved in international grant making.
• Advised a foreign national on tax issues related to New Jersey real estate held by a foreign corporation.
• Represented multiple families in connection with their estate planning to minimize taxes while meeting family objectives.
• Organized a not for profit entity to administer a scholarship fund for Latvian students.
• Planned a like kind exchange of real estate so that the gain would not have to be recognized upon the disposition and acquisition of the properties.
• Avoided estate tax in connection with the administration of an estate where the surviving spouse was not a citizen of the United States. 
• Implemented a series of asset transfers by a parent requiring nursing home care which resulted in the assets being preserved.
• Represented a restaurant in a New Jersey tax audit.  At the conclusion of the audit, the auditors proposed additional assessments, which, after our arguments were heard, were reduced by two thirds of the initial assessment.
• Created a grantor retained annuity trust (“GRAT”) for an individual to move undeveloped real estate out of her estate at a discounted value.
• Structured bequest in a Will to a child with a less than stable marriage.
• Successfully defended challenges to probate and objections by beneficiaries to executor’s administration of estate and trustees’ administration of trusts.
• Planned an individual’s estate to minimize the estate taxes and to maximize tax deferral where the majority of assets were held in a qualified retirement plan and in individual retirement accounts.
• Created a supplemental needs trust for the benefit of client’s disabled child that will enable the child to continue to qualify for government programs and benefits.
• Structured joint purchase of house by parent and child to minimize exposure to medicare “lookback” rules in the event parent eventually requires nursing home care. 
• Structured the gift of a family business to minimize taxation while meeting the financial needs of family members. 
• Prepared an estate plan for a same sex couple.

• Representation of Boards of Directors and Board Committees in the design and documentation of governance procedures to help ensure compliance with fiduciary obligations under Title I of ERISA.
• Assistance with the internal review by a public company of all of its previously issued and outstanding stock options and warrants to confirm that the prior grants and exercises were appropriately reported for securities laws, income taxation and payroll purposes.
• Negotiation of an employment separation package on behalf of the President/CEO of the U.S. operating subsidiary of a foreign automobile manufacturer.
• Review and assistance with the restructuring of retiree health coverage provided by a college for its current and former professors in order to reduce the college’s expenses and limit its future liability exposure under the arrangement.
• Review of a bank trust department’s custody, investment management and investment advisory agreements to insure that all pertinent issues under ERISA, and fiduciary concerns under Title I of ERISA in particular, were properly addressed.
• Review and revision of shareholders’ and employment agreements for active and retiring shareholders of a medical practice to insure that income was not inadvertently accelerated prior to the receipt of payments by the shareholders as a result of IRC Section 409A.
• Design and documentation of an incentive compensation arrangement to be used by a New Jersey based manufacturer to assist it in recruiting, motivating and retaining its high level sales force.
• Representation of an actuarial consulting firm in its defense of allegations that it had improperly handled the calculation of benefits payable upon plan termination to the financial detriment of the plan sponsor.
• Restructuring of a deferred compensation package for the retiring CEO of a federal credit union to avoid his immediate recognition of income upon employment termination in an amount equal to the value of the future deferred compensation payments to be made for the lives of the CEO and his wife.