Practice Areas & Industries: Kohrman Jackson & Krantz PLL


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Practice/Industry Group Overview

Our tax group provides businesses and individuals with sophisticated and comprehensive counseling in the areas of federal, state and local taxation.  We advise clients on a wide range of tax issues including business transactional planning and structuring, real estate, finance, compensation planning, mergers, acquisitions, divestitures and restructurings, tax controversy, tax-exempt status for charitable organizations, succession planning, state and local tax matters and international taxation.  Our tax attorneys provide creative practical tax planning in all aspects of KJK’s transactional practice.  Our tax clients include publicly traded and privately held business entities, state and local governments and public bodies, nonprofit organizations and individuals.

Business Transactional Planning and Structuring

We are engaged in a broad-based business transactional planning and structuring practice.  Our attorneys combine sophisticated planning concepts with practical approaches to achieve our clients’ goals.  We consult with businesses at all stages of their development, from the initial choice of entity structure and issues with daily operations, through acquisitive and growth transactions, to dispositions and succession planning.

We offer tax advice on all types of business transactional issues, including:

  • Choice of entity structuring with extensive experience in advising C corporations, limited liability companies, limited partnerships, limited liability partnerships, joint ventures, and entities that have elected S status or to be treated as disregarded entities with respect to tax planning and meeting compliance obligations
  • Partnership tax issues such as contributions and distributions, profit, loss and tax allocations, allocation of partnership liabilities, disguised sales and mixing bowl transactions, capital account maintenance rules, restructurings and terminations
  • Advising venture capital and investment funds regarding fund structure and tax consequences
  • Tax accounting issues
  • Individual income tax planning

Real Estate

We have extensive experience advising clients with respect to the acquisitions, ownership and disposition of real estate including the following:

  • Like-kind exchanges
  • Real estate investment trusts (REITs)
  • Sale-leasebacks
  • Sales of real property
  • Distressed real estate


We provide tax planning and advice to public and private clients with respect to the tax treatment of various forms of debt and equity financing including the following:

  • Debt restructuring
  • Cancellation of indebtedness income.
  • Imputed interest and original issue discount.
  • Deductibility of interest
  • Structuring economic development incentives such as TIFs, JEDDs and CEDAs
  • Historic rehabilitation and New Markets tax credit transactions
  • Tax abatement
  • Technology and other economic incentive credits

We also have experience in a broad range of tax-exempt and taxable public finance transactions involving real estate construction, development and finance for municipalities, counties, state government, port authorities, educational institutions, health care providers and non-profit and private corporations acting as counsel to these governmental entities as bond counsel and as counsel to underwriters, placement agents, borrowers, lenders, letter of credit providers and fiduciaries.

Compensation Planning

We advise employers and employees regarding the tax consequences of various forms of compensation structures including the following:

  • Employment, consulting and change in control agreements
  • Profits interests
  • Incentive compensation and bonus plans
  • Qualified and non-qualified stock options, restricted stock and phantom stock plans
  • Employee stock purchase plans and ESOPs
  • Deferred compensation plans for public and private employers
  • Golden parachutes
  • Revising and structuring compensation and programs for compliance with Code Section 409A
  • Federal, state and local withholding requirements
  • Tax treatment of settlements
  • Tax impact of mergers, acquisitions and dispositions and related compliance and reporting requirements
  • Executive compensation package design
  • Split-dollar life insurance and other insurance funded plans
  • “Top Hat” plans
  • Rabbi trusts
  • Section 457 plans for tax-exempt employers and state and local governments
  • Reporting requirements and disclosures
  • Welfare benefit plans
  • Employment status

Mergers, Acquisitions, Divestitures and Restructurings

We assist clients in arranging and implementing tax-efficient structures for acquisitions, divestitures and restructurings including the following:

  • Tax-free and taxable mergers and acquisitions
  • Divisions
  • Conversions
  • Recapitalizations
  • Spin-offs, split-offs and split-ups
  • Sales of business interests or assets
  • Intra-group transactions
  • Net operating losses
  • Bankruptcy tax
  • Tax issues in merger and acquisition agreements, financing documents, stock and asset purchase agreements and buy-sell agreements

Tax Controversy

We consult with clients in handling federal, state and local tax controversies and disputes at all levels including the following:

  • Negotiations at audit and appeals levels and litigation
  • Tax refunds
  • Filing and presenting protests at IRA appeals level
  • Offers in compromise
  • Trust fund liabilities
  • Obtaining private letter rulings from the Internal Revenue Service.
  • Negotiating settlements
  • Tax liens and foreclosures

Tax-Exempt Status for Charitable Organizations

We have assisted clients in establishing and operating tax-exempt nonprofit organizations including counseling clients on the following:

  • Selection and implementation of organizational structure
  • Federal and state issues related to the formation of nonprofit organizations
  • Qualification of nonprofit organizations as tax-exempt organizations
  • Tax and corporate planning related to operational issues and policies
  • Establishing and maintaining fundraising programs and compliance with related federal and state fundraising regulation requirements
  • Establishing and maintaining charitable giving programs
  • Corporate governance and board structure recommendations
  • Obtaining local property tax exemptions
  • Structuring mergers, reorganizations and joint ventures with for-profit entities
  • Structuring supporting organizations
  • Structuring and management of for-profit subsidiaries
  • Tax issues unique to tax-exempt organizations including unrelated business taxable income, private benefit and inurnment, excise taxes applicable to excess benefit transactions and excise taxes and special rules applicable to private foundations
  • Mergers and acquisitions of tax-exempt organizations
  • Dissolution and liquidation
  • Tax reporting and disclosure
  • Seeking ruling requests from the Internal Revenue Service
  • Tax controversy representation before the Internal Revenue Service and representation before the Ohio Attorney General
  • Nonprofit corporate state law issues
  • Compliance issues and record keeping requirements, including gift acknowledgment requirements
  • Advising boards of trustees or directors and compensation committees of non-profit entities concerning their obligations under applicable tax laws and executive compensation rules

Succession Planning

We advise business owners on tax efficient options for succession planning including the following:

  • Tax minimizing exit strategies for sellers of businesses
  • Buy-sell agreements and insurance arrangements
  • Designing family limited partnerships and limited liability companies
  • Leveraged gifting
  • Designing charitable foundations and supporting organizations and implementing charitable plans
  • Asset protection planning
  • Domicile planning
  • Retirement planning
  • Key employee compensation
  • Preferred stock recapitalizations

State and Local Tax Matters

We assist clients with respect to all matters of Ohio state and local individual and business taxes including the following:

  • Ohio’s Commercial Activity Tax
  • Sales and use tax – Ohio and multistate
  • Pass-thru entity tax
  • Real property tax
  • Individual and fiduciary income tax
  • Withholding tax issues
  • Estate tax
  • Municipal income tax

International Transactions

We assist clients regarding the structure and tax consequences of foreign operations including the following:

  • Operational structuring
  • Implementing inbound and outbound transactions
  • Income sourcing and taxation of operations
  • Tax treaty matters

Articles Authored by Lawyers at this office:

Pay your Taxes before your Lender Redeems your Property
Stephen D. Richman, September 10, 2014
A mortgage holder has the right to redeem (take back) real property that is the subject of a real estate tax foreclosure when the owner does not pay taxes on the land, according to the recent decision of the Ohio Supreme Court in In re Foreclosure of Liens for Delinquent Land Taxes v. Parcels of...