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| Practice Areas | Private Equity; Tax; Corporate; Mergers and Acquisitions | | | Education | University of North Carolina, J.D., 1971; Boston University, LL.M., 1979, University of California at Los Angeles, A.B., 1968 | | | Admitted | 1971, North Carolina; 1985, Massachusetts | |
| Born | 1947 | | | Biography | Mergers & Acquisitions: tax planning for mergers and acquisitions, financings and similar transactions. General Business Tax Advice: formation and structuring of corporations, partnerships and limited liability companies. Structuring equity compensation for key employees. Like-kind exchanges, acquisitions and dispositions of real estate. Tax Controversies: representation of clients in major controversies before the Internal Revenue Service Office of Appeals and the Tax Court. | | | ISLN | 907051204 | | | Transactions | Structuring venture capital fund, particularly with regard to interests of promoter/general partner and its employees. Investment of more than $100 million by foreign individuals in U.S. real estate in package that included both debt and equity for U.S. tax purposes. Transaction was structured using investment vehicles created under the laws of Jersey (Channel Islands) to qualify for exemption from withholding on interest payments to foreign persons under U.S. law, and also to be consistent with Islamic prohibition on charging or paying interest. Representation of sellers in sale of chain of nursing homes in complex structure designed to defer and minimize taxable income, including taxable sales, corporate reorganizations, and series of "down-REIT" limited partnerships. Structuring ownership and financing of mall/casino/hotel complex. Domestications of both public and private Canadian corporations into Delaware, structured to minimize Canadian and U.S. tax effects on corporation and its shareholders. Roll-up of more than 40 medical practices (180 physicians) into management service organization/group practice on tax-free basis. Numerous other business acquisitions and dispositions valued at up to $2.7 billion. | |
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