Mr. Flora, chair of Schnader's Tax Practice Group and co-chair of the Nonprofit Organizations Practice Group, advises clients on federal, state, and local tax issues. He has represented clients on tax planning and structuring for a broad range of transactions, such as joint ventures, mergers and acquisitions, divestitures, reorganizations, redemptions, liquidations, securitizations, issuance of securities, licensing, workouts, and tax-free exchanges. Mr. Flora routinely advises pass-through entities on operating, allocation, and distribution issues, and he provides tax advice and counsel to tax exempt and nonprofit entities. He also advises individuals on income tax, asset protection, and family and divorce tax planning. Mr. Flora is an active member of the National Association of Bond Lawyers. Mr. Flora is resident in the Philadelphia office. Areas of Experience Representative Tax Planning and Structuring Transactions · Lead tax attorney on numerous acquisitions and divestitures of portfolio companies by private equity funds, often involving complex LLC preferred returns, tax-free management rollover, and highly leveraged target companies · Advised private equity fund on tax and structuring issues for investment in Canadian manufacturing portfolio company · Provided tax planning and advice to sellers on a multi-million dollar stock sale of biotechnology company to a Fortune 500 company · Tax opinion for seller on tax-free reorganization under Section 368(a)(2)(D) (forward subsidiary merger) · Tax opinion for $50 million offering of subordinated notes by a public company · Represented a Section 501(c)(6) trade association with respect to structuring the prospective distribution of settlement proceeds · Provided tax advice to a health insurance company on a multi-million dollar sale to a Fortune 500 heath provider · Advised individual owners on tax consequences arising from purchases and sales of businesses, including amounts and character of gain, treatment of installment payments, earnouts, contingent consideration, and disposition and cancellation of options (NQOs and ISOs) · Lead tax attorney in structuring a forward triangular merger of a U.S. corporation with the domestic subsidiary of a Norwegian parent to qualify as tax free under Sections 367 and 368 · Structured and rendered a tax opinion under Sections 367 and 368 on behalf of a target corporation and its shareholders for a tax free reverse triangular merger involving a Canadian buyer · Represented a Spanish public company in structuring tax aspects of its corporate entrance in the U.S. wind energy market as turbine manufacturer and developer · Structured syndicated investments to pass through production tax credits to investor in a limited liability company which develops wind energy projects · Planned and implemented a vehicle for use by management of a private equity fund for co-investments in portfolio companies · Structured reorganization of national credit card company and affiliated companies to minimize impact of state franchise taxes · Represented property management and development company in structuring several joint ventures for property development and management activities, including negotiation and drafting operating agreements for the limited liability companies · Organized numerous limited liability companies, partnerships, and corporations Professional Affiliations · M&A Tax Report, Editorial Board Member · American Bar Association, Tax and Business Sections · Philadelphia Bar Association, Tax Section Council Member · National Association of Bond Lawyers News 10/26/2011, Schnader Lawyers Secure Financing for Harlem Arts and Culture Center 05/06/2009, Schnader is Pleased to Welcome Jonathan R. Flora to the Firm Publications Articles 02/01/2008, "Venture Capital, Meet Capital Shift" 10/02/2006, "When a Warrant Morphs Into a Partnership Interest" 09/01/2006, "A Subdebt Lender's Dilemma: Is it a Warrant or Partnership Interest (and Why Should I Care)?" 07/01/2005, "Review of the Taxation of Damage Awards and Settlement Payments" 06/01/2005, "How Escrowed Stock Impacts Continuity of Interest: The Continuing Saga" 01/01/2005, CCH Tax Research NetWork Alerts 01/11/2011, Ring in 2011 and 2012 With the New Tax Law 11/22/2010, Before the Stroke of Midnight - 2010 Year-End Opportunities 08/11/2010, IRS Announces Relief Program for Non-Filers 07/01/2010, IRS Advisory Committee Recommends Online Guide for Setting Executive Compensation 06/07/2010, Getting Ready for Summer - Employment and Tax Law Guidelines for Hiring Interns 05/04/2010, Labor & Employment Alert: New Tax Incentives for Hiring Unemployed Workers 05/04/2010, Nonprofit Alert: New Tax Incentives for Hiring Unemployed Workers 04/19/2010, New Tax Credit Helps Small Nonprofits Provide Health Insurance Coverage 01/22/2010, 2010 IRS Employment Tax Audits to Include Exempt Organizations 01/13/2010, IRS to Audit Governance Practices of Public Charities 12/31/2009, 2010 Brings Significant Changes to Federal Transfer Tax System 11/18/2009, Pennsylvania State Budget: Changes to Capital Stock/Foreign Franchise Tax and Corporate Net Income Tax for Fiscal Year 2009-2010 11/04/2009, Pennsylvania State Budget Tax Amnesty Program for Fiscal Year 2009-2010 09/17/2009, Investment Activities Could Trigger Taxes for Nonprofits Speaking Engagements 03/17/2010, Nonprofit Seminar: Employment Tax Considerations - Ensuring Proper Worker Classification (Also at San Francisco, California Office) |