Experience

$123.6 Million Bond Financing for Metropolitan-Area County

Served as bond and disclosure counsel to a metropolitan-area county on publicly offered special obligation bonds in the amount of $123.6 million. The bond proceeds will be used to finance major improvements and renovations to a convention center. The financing was was well publicized and involved complex considerations relating to the tax-exempt status of the bonds.

$108 Million Acquisition of Bank Holding Company

Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.

Estate Tax Refund Received after New York State Estate Tax Audit

Successfully represented Executrix of Estate in securing a full refund of approximately $600,000.00 in New York State Estate Tax paid after such tax was imposed as a result of a desk audit.

Lender’s Counsel on $9.6 Million Equity Bridge Loan

Served as lender's counsel for a $9.6 million equity bridge loan related to the development of a 236-unit low-income housing tax credit project in Detroit, Michigan.

Counsel to Lender, Purchaser on $17.6 Million Credit Facility

Served as purchaser's and lender's counsel with respect to a $17.6 million credit facility related to the acquisition and development of a 212-unit low-income housing tax credit project located in North Carolina.

$1 Million-Plus in Tax Liability Avoided

Secured several releases for employment and tax-related claims against a client. Inaccurate tax advice had led the company’s board of directors to issue options that did not comply with Section 409A of the Internal Revenue Code. We were able to avoid tax liabilities for the client and option holders without triggering IRS action, and obtained release agreements from all option holders.

Energy Tax Credits for Solar Project

Advised client on energy tax credits for solar project. Provided advice on the acceptable use of funds, operational requirements, and how to qualify the project for federal energy tax credits.

Advised on Tax Implications of Selling Partnership Interests

Advised housing management client on the tax implications related to the sale of partnership interests and cancellation of indebtedness income, which included analyzing the tax consequences of transaction structures and financing classifications to avoid negative income tax consequences to the partners.

Dismissal of $1 Million+ Tax Dispute with IRS

Secured dismissal in IRS Tax Court of a long-standing dispute regarding characterization of investment in a series of medical facilities as passive income. The client, a physician, potentially would have owed in excess of $1 million. The Court dismissed the matter on all counts.

IRS Notice Contested for Online Payments Client

Successfully contested a notice of deficiency from the Internal Revenue Service for an online payments provider. The notice stated the client owed taxes and penalties in excess of $1 million.

Because the client often holds money in escrow for its clients and then disburses the funds, the IRS misinterpreted that money as actual income. We submitted a letter to the IRS notifying them of their error and began preparing a Tax Court petition. In the end, the IRS responded and ultimately closed the case with no additional tax liability.

Multimillion-Dollar Sale of Agricultural Processing Company

Represented client in multi-million dollar sale of agricultural processing company to national food services company.  Representation included resolution of matter related to transfer of special Missouri agricultural tax credits.

Representation of Large Financial Institutions in Connection with DOJ Offshore Tax Compliance Initiative

Represented several large financial institutions in connection with the Department of Justice's program to resolve the criminal liability of Swiss banks that aided and abetted tax evasion by U.S. clients. Obtained favorable resolutions for all clients.

Contact Us
  • Worldwide
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  • Denver, CO
  • Dublin, Ireland
  • Edwardsville, IL
  • Jefferson City, MO
  • Kansas City, MO
  • Las Vegas, NV
  • London, England
  • Miami, FL
  • New York, NY
  • Orange County, CA
  • Philadelphia, PA
  • Princeton, NJ
  • Salt Lake City, UT
  • St. Louis, MO
  • Washington, D.C.
  • Wilmington, DE
Worldwide
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Boston, MA
800 Boylston St.
30th Floor
Boston, MA 02199
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Boston, Massachusetts
Denver, CO
4643 S. Ulster St.
Suite 800
Denver, CO 80237
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Denver, Colorado
Dublin, Ireland
Fitzwilliam Hall, Fitzwilliam Place
Dublin 2, Ireland
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Edwardsville, IL
115 N. Second St.
Edwardsville, IL 62025
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Edwardsville, Illinois
Jefferson City, MO
101 E. High St.
First Floor
Jefferson City, MO 65101
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Jefferson City, Missouri
Kansas City, MO
2345 Grand Blvd.
Suite 1500
Kansas City, MO 64108
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Kansas City, Missouri
Las Vegas, NV
1980 Festival Plaza Drive, Suite 750
One Summerlin
Las Vegas, NV 89135
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Las Vegas, Nevada
London, England
Royal College of Surgeons of England
38-43 Lincoln’s Inn Fields
London, WC2A 3PE
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Miami, FL
355 Alhambra Circle
Suite 1250
Coral Gables, FL 33134
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New York, NY
7 Times Square, 44th Floor
New York, NY 10036
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Orange County, CA
19800 MacArthur Boulevard
Suite 300
Irvine, CA 92612
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Philadelphia, PA
2005 Market Street
29th Floor, One Commerce Square
Philadelphia, PA 19103
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Philadelphia, Pennsylvania
Princeton, NJ
100 Overlook Center
Second Floor
Princeton, NJ 08540
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Princeton, New Jersey
Salt Lake City, UT
222 South Main St.
Suite 1830
Salt Lake City, UT 84101
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Salt Lake City, Utah
St. Louis, MO
7700 Forsyth Blvd.
Suite 1800
St. Louis, MO 63105
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St. Louis, Missouri
Washington, D.C.
1050 Connecticut Avenue NW
Suite 500
Washington, DC 20036
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Wilmington, DE
1007 North Market Street
Wilmington, DE 19801
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Wilmington, Delaware