Advised numerous corporate clients in structuring reorganizations, spin-offs, joint ventures, transfers to controlled corporations, and other tax-deferred transactions in connection with mergers, acquisitions and divestitures and in preparation for the establishment of ESOPs and other qualified employee benefit plans.

Advised numerous S Corporations, LLCs and partnerships, and their owners, regarding initial qualification and the taxation of operating and investment income, raising debt and equity capital, executive compensation, and disposition of assets or entities.

Representing group of investment entities on the tax-deferred sale of large tracts of real estate valued at more than $500 million. Structured all kinds of tax-free like-kind exchanges of real estate, including forward, reverse, construction and related-party exchanges.

Representing solar, wind, and biomass renewable energy developers in the structuring of entities to raise equity and debt supported by tax credits and grants.

Representing large non-profit university with respect to domestic and international tax planning, compliance and controversy matters.

Representing large, complex group of foreign entities, including a private foundation and its founders in an IRS examination involving classification and taxation of entities with more than $50 million of tax and penalties at stake.

Co-counsel in federal lawsuit seeking redress against the IRS and individual defendants for unconstitutional viewpoint discrimination against non-profit educational and advocacy groups.

Representing a large, international aircraft parts manufacturer in complex property tax dispute.

Representing one of the world's largest religious organizations in an unprecedented sales and use tax case.

Representing a bank lender in the financing of a tax credit syndicate using ownership interests in the entities owning the credits as collateral for the loan. 

Represented business owners, plan sponsors, trustees, lenders, and related clients in a wide variety of tax issues arising in ESOP transactions ranging in value from $10-$300 million.

Georgia Department of Revenue agreed to limit sales tax on use of lodging facility by church members and related groups.

IRS agreed owner of Lear Jet entitled to interest, deprecation and operating expense deductions.

Representing business entities in a wide variety of industries on top matters related to formation, financing, operations, restructuring, and dispositions.

Served as counsel to an Atlanta-based construction company with operations in more than 40 states in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiating all legal documents, working with the investment banker, and negotiating terms of sale with counsel for the Trustee and the senior lender. The matter involved a AAA strip-out, a stock purchase by the ESOP, bank loan, an exchange of all stock not sold ...

Served as counsel to a Georgia manufacturer with operations across the U.S. in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiation of all legal documents, working with investment banker and negotiating terms of sale with seller’s counsel, senior lender’s counsel and Trustee’s counsel. The matter involved a bank loan, stock purchase by the ESOP, a subsequent refinance and warrant ...

Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of an Employee Stock Ownership Trust established by a large company in this transaction involving the sale of all of the common stock held by the ESOP to an outside party. Our ESOP team worked closely with ERISA and corporate counsel for the Company and with the ESOP Trustee and the Trustee's financial advisor to negotiate the terms and conditions of sale of the stock. The Trustee had ...

Co-lead counsel to seller in negotiating sale of entire portfolio of residential development land holdings including with respect to tax advice for structuring transaction valued in excess of $200 million in 2014.

Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of the Employee Stock Ownership Trust of a large company in a matter involving a large transaction under which the ESOP obtained 100 percent ownership of the Company. This was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP team negotiated the terms of the transaction and with Company ...

Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of Martin Resource Management Corporation’s MRMC ESOP Trust (ESOP) in a complicated second stage ESOP transaction that resulted in approximately 100 percent ownership of the Company by the ESOP. We believe this transaction was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP team ...