Harold Levine concentrates his practice in all aspects of tax law, particularly tax planning with respect to partnerships, limited liability companies, C corporations and Subchapter S corporations. Harold plays dual roles as head of the Tax Group, and counselor to a wide variety of business entities regarding partnership and limited liability company operating agreements, shareholder agreements and other corporate documents. He structures transactions from a tax perspective, as well as a corporate and economic point of view.
Harold contributes much to complex transactions. As counsel to a major marketing/Internet company, he dealt with the development of the company's corporate structure, compensation issues, buyout of disgruntled shareholders, rights offering, lease issues, review of private placement memorandum and company business plans. In another transaction, he structured a private equity fund, comprised of mostly tax-exempt investors, in order to minimize unrelated business taxable income.
Prior to joining Herrick, Harold was a partner at the law firms Battle Fowler and Mintz Levin, respectively. While at these firms he handled taxable and tax-free acquisitions and dispositions of corporate ownership interests including leveraged buyouts, leveraged buyout funds and various types of reorganizations. In addition, Harold served as Adjunct Professor at Monroe Business Institute for one academic year.
Matters
2009
New York City Developer - Mezzanine Financing
Representation of a New York City developer in the pursuit of an IRS ruling to determine whether a discounted mezzanine debt purchase qualifies for the "real property business indebtedness" exclusion to current income inclusion under the cancellation of debt (COD) income rules. This request was the first to question the COD rules in connection with mezzanine financing.
2011
Major Developer - Tax Credit Transaction
Representation of a major New York City Developer in a historic tax credit transaction involving a major property in lower Manhattan.
2010
Sale of Redevelopment Site - High Line District
Represented a client in the sale of a high-profile redevelopment site in the High Line district in Manhattan, including the negotiation of development rights transfers and representing the client before key city agencies.
2010
Fairholme Capital Management - Equity Capital Proposal
Representation of Fairholme Capital Management-the largest general unsecured creditor of General Growth Properties, Inc. (GGP)-in its proposal, made jointly with Pershing Square Capital, and Brookfield Asset Management, Inc., to inject $6 billion of new equity capital into GGP. This proposal allowed GGP to free itself from bankruptcy by allowing it to pay their creditor claims in full and still preserve significant existing equity values.
2010
Viscogliosi Brothers - Strategic Adviser
Representation of Viscogliosi Brothers in its role as strategic advisor to Olympus Corporation for the $60 million purchase of Stryker Corporation's OP-1 bone product family, including providing legal due diligence in connection with the transaction.
Ongoing
RBH Capital, BRT Realty Trust - Teachers Village Redevelopment
Representation of a group of investors led by RBH Capital in structuring a joint venture agreement for a prominent, $120 million redevelopment project in downtown Newark, New Jersey. The ongoing project is transforming four city blocks into a mixed-use "Teacher's Village" which will include three charter schools and 200+ homes marketed to educators. We helped with the refinancing of this 30+ property portfolio and the admission of an affiliate of the lender (BRT Realty Trust) as an equity partner. We also represented the joint venture in a pre-development loan to finance the initial development of the project.
2008
Boymelgreen - Africa-Israel Joint Venture Divorce
Representation of Boymelgreen Family LLC and related entities in a complex "divorce" from Africa-Israel Investments involving a real estate portfolio worth hundreds of millions of dollars. Ongoing
Developer - $245 Million SoHo Condo
Representation of a developer in connection with a $245 million condominium offering of a newly constructed building in the SoHo neighborhood of New York City.
2008
Quiet Flight - Acquisition by Billabong
Representation of Ed Leasure in the sale of the assets of Quiet Flight, his chain of surf shops, to Australian surf giant Billabong. We also represented Quiet Flight in the lease of its first Billabong store in Times Square, New York, and in licensing and related agreements.
2007
Helmsley-Spear, Inc. - Sale/Employment Matters
Representation of Helmsley-Spear, Inc., a full-service real estate company, in the sale of Helmsley-Spear, Inc. to an affiliate of Kent M. Swig, President of Swig Equities, LLC. In connection with the sale, we negotiated a Management Agreement and Sub-Management Agreement regarding a residential portfolio, and also represented certain members of senior management.
2007
The Dermot Company - Joint Venture/Finance/Acquisition
Representation of The Dermot Company in a joint venture with an institutional investment partner and the financing and acquisition of a site in Brooklyn for future development. The development will consist of an approximate 300,000 square foot, 45-story residential project.
2007
Bergman Realty - Office/Flex Acquisition
Representation of Bergman Realty in its acquisition of a 129,000 square foot office/flex building in Columbus, OH. JP Morgan Chase provided the financing.
2007
Private Equity Fund - Restructuring
Representation of a private equity fund in restructuring a tax-efficient limited partnership and in a senior debt refinancing with a new mezzanine credit agreement.
2007
Developer - $230 Million Mixed-Use Project
Representation of a developer in the acquisition and financing of a newly constructed residential building on Manhattan's West Side, and the condominium offering of the project's residential and commercial units.
2005
Lightstone Group - Prime Group Realty Acquisition
Representation of the Lightstone Group in its acquisition of the common shares and limited partnership units of Prime Group Realty Trust, a New York Stock Exchange Company, and its operating partnership, which owns more than $800 million of real estate including office properties in downtown Chicago with 7.4 million net rentable square feet.
News
Murdoch Throws Support to Carried Interest Foes
January 23, 2012 -- GlobeSt.com
Harold Levine notes that opponents of the current tax characterization of carried interest are likely to push legislation that would give carried interest less favorable tax treatment. Harold says that calls for change often surround public discussion of high-profile people who benefit from the current carried interest tax landscape -- Mitt Romney, in this case -- but he doubts that any bills that would change the law will get through the Republican-controlled Congress. He also notes that most commercial real estate transactions involve carried interest, and a change to the tax law might stall some commercial real estate trading and investment., Media Mention
$848B Tax Package Heads to Finish Line
December 13, 2010 -- GlobeSt.com
Harold Levine analyzes the likely effect on business and commercial real estate of the extension of the Bush Administration tax cuts. Harold says there is no long-term tax certainty, and even if there was, what the markets are looking for are long-term tax cuts and low rates, to enhance after-tax returns., Media Mention
Industry Wary of Carried Interest Bill
May 3, 2010 -- GlobeSt.com
Harold Levine says the government's plan to change the tax treatment of carried interest from capital gains to ordinary income will pose challenges to real estate partnerships and their legal advisors. He notes that sharp lawyers found a way around an earlier iteration of the proposed change, but the government closed that door. Until Congress decides on what the new law will look like, real estate partnerships and their attorneys must adopt wait-and-see postures., Media Mention
Carried Interest Inches Closer In Congress
April 21, 2010 -- GlobeSt.com
Harold Levine says if Congress changes the way carried interest is taxed -- going from capital gains to ordinary income treatment -- it will have a profoundly negative effect on real estate joint ventures and partnerships. If the taxes approximately double, the underlying deals will have to be that much more attractive to justify forming the partnerships, he says, and that would be no small feat during a down market such as the current one., Media Mention
5 ways to recover from a Ponzi scheme
March 18, 2009 -- Bankrate.com
Harold Levine outlines possible tax relief strategies for victims of Ponzi schemes, such as the Bernard Madoff fraud., Media Mention
For Victims of Schemes, the I.R.S. Can Be Flexible
January 7, 2009 -- New York Times
Harold Levine analyzes the conditions under which investors who lost money in the Bernard Madoff scheme might implement tax strategies that would lessen their losses. He notes that average New Yorkers who were victimized might recover as much as 40 percent of their losses through tax strategies., Media Mention
GETTING PERSONAL: Tax Write-Offs For Madoff Losses
January 6, 2009 -- Dow Jones Newswire
Harold Levine analyzes the possibility that some victims of the Madoff fraud may be able to write off some of their losses, with some New Yorkers possibly mitigating their losses by about 40 percent., Media Mention
Lagging REIT Valuations May Affect Retail Investors
July 23, 2007 -- Debt & Equity Journal
Harold Levine is quoted in this story, which looks at the effect of diminishing REIT valuations on investors., Media Mention
Publications
IRS Announces Third Voluntary Disclosure Initiative for Reporting Offshore Income
January 2012
Harold Levine, Michael H. Kessel
Tax Alert
IRS Announces Second Voluntary Disclosure Initiative for Reporting Offshore Income
February 2011
Harold Levine, Michael H. Kessel
Tax Alert
Corporate Alert:"Surplus" Not Equivalent to "Funds Legally Available", FTC Changes Antitrust Thresholds, Traditional Fiduciary Duties Apply in LLC Context, SEC Enters Non-Prosecution Agreement, Court Adopts Guidelines for Preservation of Electronic Evidence, IRS Proposes Regulations on Determination of Debt Instruments Issue Price
January 2011
Harold Levine, Irwin A. Kishner, Edward B. Stevenson
Corporate Alert
Tax Relief Act Signed Into Law
December 2010
Harold Levine, Michael H. Kessel, Christopher Lanzillotta
Tax Alert
Tax Consequences of New Health Care Reform
May 2010
K. Eli Akhavan, Michael H. Kessel, Harold Levine
Healthcare Alert
Royalty Payments Deemed Deductible as Current Expense
May 2010
Barry Werbin, Harold Levine, K. Eli Akhavan
Tax Alert
New York State-Eliminate up to 80% of Interest and Penalties on Delinquent Tax Liabilities
December 2009
Harold Levine, Michael H. Kessel, K. Eli Akhavan
Tax Alert
Herrick Obtains IRS Ruling that Mezzanine Loan is Eligible for the "Qualified Real Property Business Indebtedness" Exception to the COD Income Rules.
October 2009
Harold Levine, Michael H. Kessel, Sung Hyun Hwang
Applicability of IRS Foreign Financial Account Reporting Requirements to Hedge Fund Managers
June 2009
Irwin M. Latner, Harold Levine, Michael H. Kessel, Sung Hyun Hwang, Michael Zargari
Tax Alert
Proposal to Tax Income From Carried Interest as Ordinary Income Could Double Effective Rate
May 2009
Harold Levine, Michael H. Kessel, Sung Hyun Hwang
Tax Alert
NYS Now Taxes Nonresidents' Gains From Sales of Interests in Entities That Own Real Estate
May 2009
Harold Levine, Michael H. Kessel
Tax Alert
IRS Clarifies: New Voluntary Disclosure Initiative Is Not an Amnesty Program
April 2009
Harold Levine, Michael H. Kessel, Michael Zargari
Tax Alert
IRS Announces Six Month Voluntary Disclosure Plan for Reporting Offshore Income
April 2009
Harold Levine, Michael H. Kessel, Michael Zargari
Tax Alert
Update on Tax Treatment of Madoff-Related Losses
March 2009
Harold Levine, Sung Hyun Hwang, Michael H. Kessel
Tax Alert
The American Recovery and Reinvestment Act of 2009 and its Effect on COD Income
February 2009
Harold Levine, Michael H. Kessel
Tax Alert
Connecticut Begins General Tax Amnesty Program as New York Prepares to Wind Down its Initiative
January 2009
Harold Levine, Michael H. Kessel
Tax Alert
Using Taxes to Mitigate Madoff-Related Losses
December 2008
Michael H. Kessel, Harold Levine
Tax Alert
Fee Interests and Development Rights Are Exchangeable Under Section 1031
August 2008
Michael H. Kessel, Harold Levine
Tax Alert
Supreme Court Allows Lawsuits by Individual 401(k) Plan Participants
March 2008
Irwin A. Kishner, Harold Levine, Fred R. Green
ERISA Alert
Look Before Leaping!
September 2006
Paul R. Herman, Lawrence M. Kaye, Howard N. Spiegler, Harold Levine, Michael H. Kessel
Trusts and Estates Alert
New Partners: New Status Brings Change in Approach to Compensation
February 2, 2004
Harold Levine
New York Law Journal
Harold Levine's article appears in the New York Law Journal.