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Overview

Calfee’s Tax attorneys are service-oriented and provide comprehensive tax law representation and planning for a diverse client base that includes publicly held companies, privately held businesses, tax-exempt organizations, issuers of tax-exempt bonds, partnerships, and individuals. Our goal is to identify our clients’ tax issues and to resolve those issues effectively with responses that take into account all considerations.

Our approach is to devise efficient methods to plan successful transactions. We believe our role is not simply to provide tax advice when asked but to offer solutions that avoid problems. Our tax attorneys are involved in all aspects of the firm’s transactional practice and can draw upon their experience in General Corporate law, Mergers and Acquisitions, and other related areas to provide creative but practical tax planning services for clients.

Noteworthy

Best Lawyers® “Best Law Firms” Rankings

Calfee was selected for inclusion in the 2024 "Best Law Firms" rankings in Tax Law (Regional Tier 1 Cleveland).

Professionals

Experience

Experience

  • Served as Tax counsel assisting in the negotiation of tax provisions of transaction documents for a power systems manufacturer in connection with the sale of the company to a publicly traded, Fortune 1000 company in 2022.
  • Served as Tax counsel assisting in the 2022 negotiation of tax provisions of transaction documents for a leading company in the aftermarket automotive space in connection with the sale of the company to a middle-market private equity firm.
  • Provided advice regarding tax-efficient structuring as well as negotiation of tax provisions of various transaction documents to a private holding company and its stockholders in a complex transaction. A wholly owned subsidiary of a publicly traded Canadian private equity firm will invest $65 million in a wholly owned subsidiary of Calfee’s client company for a combination of preferred and common equity in a transaction. The transaction provides liquidity for the stockholders of the client's subsidiary company while maintaining their majority equity interest and giving them a partner to fund the future growth of the business.
  • Served as Tax counsel advising on complex transaction structuring as well as the negotiation of tax provisions of transaction documents for a West Coast design-build subcontractor in connection with the 2023 sale of the company to a middle-market private equity firm based in the East Coast. The client company was sold to an ESOP in 2019 and, as a result, the sale involved very complicated tax issues.
  • Served as Tax counsel advising on complex transaction structuring as well as the negotiation of tax provisions of transaction documents for a healthcare product manufacturing company, which was sold to a portfolio company of a private equity firm based in Washington, D.C. in 2023. Calfee's client company had more than 100 shareholders who were required to “roll” equity as part of the transaction, which presented difficult complexities for the closing. Additionally, the transaction required significant tax analysis in order to allow the shareholders of the company to receive the benefit of substantial cash on the company’s balance sheet at closing.
  • Served as Tax counsel advising on the negotiation of tax provisions of transaction documents for a Western European steel products manufacturer and served as lead legal counsel with respect to the 2023 sale of a joint venture U.S. company to a subsidiary of a Southeastern European company. This transaction included Foreign Investment in Real Property Tax Act (FIRPTA) aspects that needed to be addressed.
  • Served as Tax counsel advising on complex structure issues as well as the negotiation of tax provisions of transaction documents for a private equity firm client in its 2023 acquisition of a security services provider. The investment management bank ran a competitive process in which no potential buyers were provided exclusivity. Calfee led the legal negotiation and diligence for the platform acquisition that closed in 21 days from signing a term sheet to closing. In 21 days, Calfee completed full legal diligence, negotiated a merger agreement, and structured and negotiated all terms that relate to the management rollover and post-closing incentive equity plan.
  • Provided Tax counsel to a leading electronics supplier in its 2022 sale to a publicly traded, Fortune 100 manufacturer. The transaction involved a complicated supply agreement that would allow the client to receive additional proceeds post-closing based on the sale of over $40 million of inventory the company had on hand at closing.
  • Served as Tax counsel advising on complex tax structuring involving the cancellation of indebtedness income and related issues and the negotiation of tax provisions of transaction documents for a national marketing agency and counsel to a private equity firm in the acquisition of all of the equity interests of the marketing agency. The 2023 acquisition allowed for an infusion of capital into the marketing agency by the private equity firm that will permit the agency to pursue growth opportunities.
  • Served as Tax counsel advising on the negotiation of tax provisions of transaction documents. Calfee led the 2023 transaction for an adhesives manufacturer and distributor in its disposition of the equity of its subsidiary to a strategic buyer.
  • Served as lead and sole Tax counsel advising on complex tax structuring and the negotiation of tax provisions of transaction documents to a composites manufacturer and portfolio company of a private equity firm. The client company acquired a woman-owned small manufacturing business. This 2023 transaction included complicated structuring (an F reorganization and post-closing governance documentation for rollover equity) as well as multiple significant commercial arrangements.
  • Provided complete tax-efficient pre-transaction restructuring and negotiated tax provisions of various transaction documents, serving as Tax counsel to an electrical distributor in its acquisition by an international industrial business and portfolio company of a Midwestern private equity firm in 2022. This transaction included complicated structuring involving an F reorganization.

Services

Services

Business Tax Planning

  • Choice of entity
  • Taxable and tax‑free transactions
  • Drafting partnership agreements and LLC operating agreements
  • Spin‑offs
  • Structuring and restructuring

Public Finance

  • Private business test analysis and planning
  • Remedial actions
  • Arbitrage analysis and planning

Tax Disputes and Litigation

  • Representation of clients before the U.S. Tax Court, the IRS, the Ohio BTA, and the Ohio Supreme Court
  • Private letter ruling requests

Tax‑Exempt Organizations

  • Organizing tax‑exempt entities
  • Providing assistance in obtaining tax‑exempt status
  • Maintaining and monitoring tax‑exempt status

State and Local Tax Planning

  • Voluntary disclosure agreements and similar programs
  • Sales and use tax analysis

Employee Benefits and Compensation

  • Executive compensation strategies
  • Drafting of stock option plans, restricted stock plans, and phantom stock plans
  • Split‑dollar insurance planning
  • Employee vs. independent contractor analysis

News & Events

News

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