Focus Areas
Tax Controversy
IRS Tax Audits
- Deductibility of investment banking fees incurred in acquisitions
- Deductibility of interest in leveraged COLI (Corporate Owned Life Insurance) arrangements relating to both post- and pre-1986 policies
- Allocations of tax deductions between corporations following spin-off transaction and pursuant to tax sharing agreement
- Status of preferred shares as 306 stock in recapitalization
- Application of Section 280G in pre-2004 Public Company Merger of Equals situation having overlapping shareholders
- Monetization of installment notes received on sale of subsidiary corporation
- Quality Stores severance pay FICA refund claims
- Advance payment FSC arrangement
- NOL carryback CERT application
- Liquidation-reincorporation arrangement challenged as a D reorganization
Ohio Executive Compensation Audits
- Ohio taxation of former resident stock option exercises
- Municipal taxation of deferred compensation arrangements payable to former residents
M&A: Tax Structuring and Negotiation of Tax Provisions
- Mead/MeadWestvaco: Outside Tax Counsel for 20 years on all corporate planning and acquisitions, including split-up of Georgia Kraft, sale of Lexis-Nexis, Brunswick, Ampad, Micromedix, purchase of At-A-Glance, Mead Oxford, and consolidation of MeadWestvaco.
- Robbins & Myers: Double merger stock-cash tax-free structure to execute $600 million acquisition of T-3 Energy Services; $2.5 billion cash acquisition of R&M by National Oilwell Varco.
- Teradata: $525 million acquisition of Aprimo followed by integration restructuring.
- TBC Corporation: Acquisition of Tire Kingdom, Merchant’s, Sears National Tire and Battery, and sale of TBC to Sumitomo.
- Elder Beerman: Sale of Elder Beerman to Bon-Ton.
- Amcast Corporation: Purchase and sale of various subsidiaries and divisions prior to bankruptcy and sale of Amcast.
New Markets Tax Credit
- Tax Counsel to five QALICBs regarding structuring, negotiating tax provisions, and providing tax opinions on transactions that closed in Cincinnati, Cleveland, Dayton, and Wisconsin involving office buildings, manufacturing facilities, hospital extension, and university related office, retail, and residential facility with US Bank, KeyBank, 5/3 Bank, JPMorgan Chase, and PNC Bank as investors.
Tax Planning
- Obtain rulings regarding transfer and future amortization of Section 59(e) unamortized research costs in connection with spin-off transactions (PLR 200812005 and 201033014)
- Counsel on executive compensation deductions in Morris Trust spin-off transaction involving Section 336(e) election
- Equity/Cash Sale of S corporation/LLC operations to allow combination of tax basis increase to buyer and tax-free rollover of appreciation to sellers
- Submit ruling request regarding Section 45 black liquor tax credit; counsel on taxability of black liquor refundable tax credits
- More than 50 like-kind exchanges, including build-to-suit situations, 65,000 acres of timberland exchange, synthetic lease arrangement involving airplane, and short term office lease
- Transfer of multi-billion amount of student loan bonds in Section 150(d)(3) incorporation transaction
- Permissible interest deductions when an affiliated group of corporations filing a consolidated return hold tax-exempt bonds
- Split-dollar life insurance planning by public corporations following Sarbanes-Oxley loan prohibition
- Contribution of shares of closely-held corporation to private foundation followed by redemption
- Conversion of taxable holding companies to tax-exempt status
- Large multi-national corporation pension plan investment in real estate through partnerships/LLCs
- Earnings stripping interest deduction limitation on loans between tax-exempt organization and taxable subsidiaries
- “3.8% Tax Not Applicable To Payments of Nonqualified Deferred Compensation Earnings,” Thompson Hine Update, November 10, 2021
- “Section 1031 Final Regulations Defining Real Property and Effect on Qualified Intermediary Exchanges,” Thompson Hine Tax Update, April 15, 2020
- “Ohio Establishes Transformational Mixed-Use Development Tax Credit,” Thompson Hine Construction & Real Estate Update, January 2021
- “Qualified Opportunity Fund Investment Extension from IRS Doesn’t Grant Full Relief,” Thompson Hine Qualified Opportunity Zones Update, September 2020
- “IRS Grants Relief to Deadlines for “Like-Kind” Section 1031 Exchanges,” Thompson Hine COVID-19 Update, May 1, 2020
- “Municipal Income taxation of Stock Options – Willacy Ohio Supreme Court,” Thompson Hine, February 4, 2020
- “Illinois Enacts Mobile Workforce 30 Work Days Income Tax Exemption,” Thompson Hine, September 5, 2019
- “Ohio Municipal Income Taxes: Finality Regarding the Application of the Pension Exemption to SERPs and Certain Similar Arrangements and Employer Withholding Pursuant to HB 166,” Thompson Hine, July 23, 2019
- “Ohio Budget HB 166 Contains Income Tax Credit for Investments in Qualified Opportunity Zone Funds,” Qualified Opportunity Update, Thompson Hine, July 10, 2019
- “New IRS FAQ Permits Section 1231 Gains invested in a QOF During 2018 to be a Qualifying Investment,” Qualified Opportunity Update, Thompson Hine, July 1, 2019
- “Treasury Comment Introduces Approach for Purchasers of Non-qualifying QOF Interests to have Qualifying QOF Interests,” Thompson Hine, July 1, 2019
- “Comment Letter Submitted Regarding Round Two Guidance,” Thompson Hine Update, June 19, 2019
- “Opportunity Zone and Startup Tech Companies IRS Guidance: Round Two Summary,” Thompson Hine Qualified Opportunity Zone Alert, May 9, 2019
- “Opportunity Zone IRS Guidance: Round Two Summary,” Thompson Hine Qualified Opportunity Zone Alert, May 7, 2019
- “Opportunity Zones: What Are They and Why Should We Care?” Thompson Hine, March 13, 2019
- “SB 8 Reintroduces Ohio Income Tax Credit for Investments in Qualified Opportunity Zone Funds,” Thompson Hine, February 2019
- “Issue List From 2-14-19 IRS Hearing on Opportunity Zone Proposed Regulations,” Thompson Hine, February 2019
- “Update: Opportunity Zones and Startup Tech Companies,” Thompson Hine Qualified Opportunity Zone Alert, January 2019
- “1031 Qualified Intermediary Release of Unused Cash Following 180-Day Exchange Period Would Seem Eligible for Commencement of 180-Day Period to Invest in Qualified Opportunity Fund,” Thompson Hine, January 2019
- “Opportunity Zones and Startup Tech Companies,” Thompson Hine, November 2, 2018
- “IRS Guidance Addresses Opportunity Zones,” Thompson Hine, October 2018
- “Suggested Improvements to Ohio HB 727 providing a 10% Tax Credit for Opportunity Zone Fund Investments,” Thompson Hine, October 2018
- “New Section 83(i) Challenges,“ Thompson Hine, January 2018
- “NMTCs: CDFI Limitations on Use of QLICIs to Refinance QALICB Debt or Equity,” Thompson Hine, November 2016
- “NYS Dept Of Taxation and Finance Advisory Opinion Addresses State Taxation of Lump Sum NQDCP Payment to Former Residents,” Thompson Hine, July 8, 2016
- “Seller’s Success-Based Transaction Costs and IRS CCA 201624021,” Thompson Hine, June 14, 2016
- “What Effect Does The William Macdonald/Shaker Heights Decision Have On Employer Municipal Income Tax Withholding Against SERP Benefits Going Forward?” Thompson Hine, September 25, 2015
- “Ohio Board of Tax Appeals Holds That Employers in Columbus (and Possibly Some Other Ohio Municipalities) Were Not Required to Withhold Municipal Income Taxes on Deferred Compensation for the Year Earned,” Thompson Hine, June 30, 2015
- “Henkel Decision – Employees Have ERISA Claim in Some Cases When Employer Delays FICA Tax Withholding on Nonqualified Deferred Compensation Benefit,” Thompson Hine, January 11, 2015
- “Ohio House Bill 5 Reforms Municipal Income Taxation – Impact on Nonresident Compensation and Establishing a Uniform Pension Exemption,” Thompson Hine, December 15, 2014
- “Ohio House Bill 669 to Establish Tax Reduced University Zones for Certain Businesses,” Thompson Hine, December 1, 2014
- “FASB Drops Extraordinary Item Reporting: Section 162(m) Impact,” Thompson Hine, November 5, 2014
- “Brooklyn Federal District Court Holds That Interest Payable to Tax-Exempt Corporation on Tax Refunds Is Limited to Short-Term AFR Plus 0.5 Percentage Points,” Thompson Hine, September 24, 2014
- “Interest Payable to Tax-Exempt Corporations on Tax Refunds,” Thompson Hine, May 28, 2014
- “Are There NMTC Take-Aways From Rev. Proc. 2014-12?” Journal of Tax Credits, Novogradac, April 2014
- “CCA (201414018) on FICA taxation of Dividend Equivalents,” also posted on Association of Corporate Counsel Lexology, April 2014
- “Sale of Stock Option Shares: Disparity Between Correct Tax Basis & Tax Basis Shown on 1099-B Continues Under Final Regulations,” Thompson Hine, April 19, 2013
- “Section 83(B) Election Should Be Effective for FICA Taxation of Restricted Shares,” Thompson Hine, January 25, 2013
- “Deductibility of Success-Based Transaction Fees Update,” Association of Corporate Counsel Lexology, September 2012
- “Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Non-Residents of Ohio,” NASPP, August 2012
- “InvestOhio FAQs and Administrative Rules,” Thompson Hine Tax Update, December 8, 2011
- “InvestOhio to Encourage New Capital Investment in Ohio,” Thompson Hine Tax Update, July 8, 2011
- “IRS Expands and Simplifies Deductibility of Certain Success-Based Transaction Fees (Primarily Investment Banking Fees),” Thompson Hine Tax Update, April 29, 2011
- “Research Deductions in Spin Offs and Other Drop Downs of Business Divisions – Section 59(e) and PLR 200812005 and 201033014,” Thompson Hine Tax Update, August 2010
- “Double Merger Transaction Where Public Corporation Acquires Corporation with Stock and Cash,” Thompson Hine Tax Update, May 2010
- “Overlapping Shareholders: Letters to the IRS, Journal of Deferred Compensation,” Summer 2003
- Draft article regarding deferred corporation and municipal taxes/Cincinnati v. Northern Kentucky, 2002
- Assisted on article “Tax Treatment on Employee Stock Options in Mergers and Acquisitions,” 2001 TNT 38-83
- “Incentive Stock Options and the Alternative Minimum Tax Part I – After the Technical and Miscellaneous Revenue Act of 1988,” 42 Tax Notes 499
- “Incentive Stock Options and the Alternative Minimum Tax Part II – After the Omnibus Budget Reconciliation Act of 1989”
- TEI Presentation, Southwest Ohio Chapter, regarding Executive Compensation developments, October 2013
- NASPP (Ohio Chapter) Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Former Ohio Residents, August 2012
- TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, March 2007
- TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, October 2004
- TEI Presentation to Cleveland Chapter regarding Executive Compensation, May 2004
- Presentations to (a) Ohio Commissioner Zaino and staff, (b) Ohio Tax Commissioner Advisory Council and (c) TEI Columbus Chapter regarding deferred compensation and municipal taxes, 2001 and participate in drafting of current Ohio law
- TEI Presentation to Southwest Ohio Chapter regarding Tax Issues in Corporate Merger and Acquisition Agreements, May 2001
- AV® Preeminent Rated by Martindale-Hubbell
- Listed regularly in Super Lawyers
- Selected for inclusion in The Best Lawyers in America© 2006-2022 for Litigation and Controversy-Tax, and Tax Law; named the Best Lawyers® 2017 and 2021 Litigation and Controversy-Tax “Lawyer of the Year”, and 2014, 2018 and 2020 Tax Law “Lawyer of the Year” in Dayton
- United Way Bench & Bar Society
Government Submissions
- Submission to IRS and Treasury Regarding NMTC Structures and Supporting Analysis; January 2015
- Comment Letter and discussion on Ohio HB5 to revise municipal income tax on retirement benefits and de minimus exemption for days worked in Ohio; 2013 and 2012
- Provide comment through ABA Tax Section and discussion with IRS regarding June 2011 proposed regulations on $1 million compensation deduction limitation transition period exemption for new public corporations
- Invest Ohio, work with Ohio Department of Development and Ohio Department of Taxation on Q&As relating to implementation, July 2011
- Comment Letter and discussion regarding Ohio Department of Taxation proposal to revise standard for Ohio taxation of stock options exercised by former residents; November 2010
- Nonapplication of New §1411 3.8% Tax to Deferred Compensation Earnings; August 2010
- Comment letter to Treasury regarding effective date of legislative proposals to expand $1 million compensation deduction limitation; November 2008
- Extensive telephonic meetings with Treasury Benefits Tax Counsel and Treasury Attorney Adviser regarding 409A legislative proposals, August 2004
- Comment Letters and meeting with IRS regarding application of §280G in Merger of Equals Transactions 2002 TNT 96-34, 2002 TNT 128-17
- Draft Ohio legislation regarding municipal taxation of nonqualified deferred compensation on a when earned basis, rather than when paid basis; 2002
- Meeting with IRS/Treasury in connection with §280G reproposed regulations on open issues relating to compensation payable on change in control, May, 2001
- Comment Letter to IRS regarding Notice 2001-10 involving Split Dollar Insurance Arrangements 2001 TNT 76-17
- ABA Tax Section Comment Letter to IRS on Open Issues in §1031 Like-Kind Exchange 95 TNT 155-22
- Comment Letter to IRS regarding §162(m) $1MM Deduction Limitation or Compensation Paid to Officers of Public Corporation 94 TNT 27-42
- Comment Letter to IRS regarding §737 Effective Date Regarding Property Contributed to Partnership 92 TNT 232-23
- Comment Letter to IRS regarding §280G Golden Parachute Provision (29 Comments) 89 TNT 120-30
- Comment Letter to IRS regarding §280G Golden Parachute Provision on the priority of payments within the 2.99 limitation 89 TNT 202-39
- Comment Letter to Treasury/IRS Permitting Transfer of ISO Shares to Spouse and Avoid Disqualifying Disposition of ISO Shares following §1041 Enactment
- Comment Letter to IRS regarding Refundable Entry Fees Paid by Elderly to Residential Facilities as Loans Within §7872 86 TNT 24-62
2014 Summaries of Current Developments Circulated as Value-Adds
- Review of Tax Court Decision Holding Receipt of Airline Tickets in Redemption of Citibank Thank You Points Is Taxable Income
- Summary of NMTC Reports issued by Sen. Coburn and GAO, August 2014
- Summary of NYS Department of Taxation Release regarding NYC Metropolitan Commuter Transportation Mobility Tax and Deferred Compensation TSB-A-14(2)MCTMT
- Updates regarding Pension Smoothing Legislative Action and Highway Bill
- Ohio litigation regarding municipal taxation of SERPs and RITA exemption for “pensions” William MacDonald v. Shaker Heights
- Interest Payable by IRS to Hospitals on FICA refund claims
- Status of Discussions on Dual Status of Partner as Employees
- California Legislative Activity to Tie Corporate Tax Rate to CEO Pay
- Extension of Ohio Small Business Tax Deduction
- IRS Memo regarding payments by car manufacturers to dealerships to upgrade facilities as taxable income AM2014-004
- Legislative Activity on Mobile Workforce State Income Tax Simplification Act to provide 30 days in-state work without state income tax
- Legislative Activity to delete performance-based compensation exemption to $1 million deduction limitation and further expand limitation
- Updates on Quality Stores FICA tax Supreme Court matter
- Rep. Camp (Chair House Ways & Means) Tax Reform Proposals – review of specific proposals
- NYS Tax Reform proposed income tax de minimus exemption for days worked by non-resident
- Multistate Worker Tax Fairness Act and NYS Convenience-of-the-Employer Test
- Final Section 83 regulations and substantial risk of forfeiture
- LB&I update regarding success-based fees, expanded milestone payments and fairness opinion cost and discuss with LB&I LB&I-04-0114-001
- Revised Ohio Non-Resident Personal Income Tax De Minimus Safe Harbor IT 2014-01
- Participate on summary regarding taxation of bitcoin IR-2014-36
Adjunct Professor
- “Tax-Free Corporate Reorganizations” · University of Cincinnati, Masters of Tax Program, Three Semesters
Committee Positions Held at Thompson Hine
- Executive Committee, Retirement Issues Committee (Chair), New York Office Relocation Tax Planning Committee, New York Office Integration Committee, Mission Statement Committee, Billing and Collections Committee, Lawyer Personnel Committee, and New Lawyer Committee
Bar Admissions
- American Bar Association, Tax Section
- Dayton Bar Association
Education
- New York University School of Law, LL.M., 1981,
(Tax)
- Syracuse University College of Law, J.D., 1979, with honors
- St. John's University, B.A., 1976, with honors
Bar Admissions
- New York
- Ohio
- Revised House Bill Confirms that Proposed Revisions to Section 1411,
3.8% Tax Not Applicable To Payments of Nonqualified Deferred Compensation Earnings
, November 10, 2021 - Section 1031 Final Regulations Defining Real Property and Effect on Qualified Intermediary Exchanges,
Tax Update
, April 15, 2021 - Ohio Establishes Transformational Mixed-Use Development Tax Credit,
Construction & Real Estate Update
, January 7, 2021 - Qualified Opportunity Fund Investment Extension from IRS Doesn’t Grant Full Relief,
Qualified Opportunity Zones Update
, September 28, 2020 - IRS Grants Relief to Deadlines for “Like-Kind” Section 1031 Exchanges,
COVID-19 Update
, May 1, 2020 - Illinois Enacts Mobile Workforce 30 Work Days Income Tax Exemption,
–Thompson Hine Update
, September 5, 2019 - Ohio Municipal Income Taxes,
Finality Regarding the Application of the Pension Exemption to SERPs and Certain Similar Arrangements and Employer Withholding Pursuant to HB 166
, July 23, 2019 - Ohio Budget HB 166 Contains Income Tax Credit for Investments in Qualified Opportunity Zone Funds,
Qualified Opportunity Zones Update
, July 10, 2019 - New IRS FAQ Permits Section 1231 Gains Invested in a QOF During 2018 to Be a Qualifying Investment,
Qualified Opportunity Zones Update
, July 1, 2019 - Treasury Comment Introducing Approach for Purchasers of Non-Qualifying QOF Interests to Have Qualifying QOF Interests,
Qualified Opportunity Zones Alert
, July 1, 2019