Michael J. O'Malley: represents clients in their initial organization and structuring, business dealings, M&A transactions, infrastructure, capital and other financings, tax planning and proceedings before tax authorities, and also addresses issues of corporate governance and fiduciary duty. His work includes:
ˇ Mergers and Acquisitions:
Represents buyers and sellers of businesses, including stock purchases, asset sales and mergers. Representative transactions include stock and asset acquisitions and changes in control of public and private corporations, including a real estate company, a developer, a newspaper, a gas company, an equipment company, hospitals, health care organizations and medical practices, a construction company, and various retail businesses.
ˇ Tax Planning and Disputes:
Represents domestic and foreign businesses, organizations and individuals in planning and structuring their transactions, activities and affairs to lower their overall federal, state and local tax burden and minimize their related risk and exposure; obtaining private letter rulings and determination letters from the IRS and Hawai'i Tax Departments in connection with tax-free reorganizations, "qualified high technology business" applications and credits, and other tax incentive and structuring matters; and settling disputes with federal, state and local tax authorities.
ˇ Corporate Organization and Governance:
Organizes for-profit and non-profit corporations, prepares charter documents establishing complex capital structures, stock transfer restrictions, buy-sell and first refusal rights and supermajority voting requirements. Advises corporate directors concerning fiduciary duties, conflicts of interest and compliance with the Hawaii Business Corporation Act and other federal and state laws and regulations.
ˇ Corporate Finance and Securities Regulation:
Advises clients with respect to their various financing transactions, including infrastructures and other project financings and capital, leasing and other financings. Represents publicly-traded Hawai'i corporations in connection with their SEC reporting requirements, proxy solicitations, disclosure obligations and securities offerings, including public offerings and private placements of stock, bonds, notes, and tax-exempt securities; and state securities compliance.
Mr. O'Malley served as Editor-in-Chief of the Harvard Journal on Legislation and was a Teaching Assistant at Harvard Law School. Following graduation, he practiced with a Wall Street firm in New York City for four years, then returned home to Hawai'i and joined the Goodsill firm, where he became a Partner in the firm's corporate and tax groups. He rejoined the firm in 2008, following a fifteen-year hiatus during which he was a partner at another Hawai'i law firm, then worked for nine years as a Director with PricewaterhouseCoopers and its successor in Hawai'i. Since 1986, he has authored or co-authored the Hawai'i chapter of the ABA Deskbook on Sales and Use Tax. He is a frequent speaker at seminars on tax, corporate and other legal topics.
Professional and Civic Activities: American Bar Association (Tax and Business Law Sections; Health Forum); Hawai'i State Bar Association (Tax Section, past Chair); Director, Hawaii Tax Foundation; Chair, Kapi`olani Health Foundation; Trustee, Executive and Audit & Finance Committees; Historic Hawaii Foundation; Director, Secretary and Executive Committee, Hawaii DentalService; Director and Executive Committee, HiBEAM; Trustee, Tax Foundation of Hawaii.