Michael K. Gall

Mike has represented private and public companies in purchase, sale, division, merger, liquidation and restructuring/reorganization transactions involving limited liability companies, partnerships, and Subchapter C and Subchapter S corporations. Mike’s pragmatic approach achieves his clients’ tax goals while being mindful of business considerations.

In addition to his transactional practice, Mike is also well-versed in the various federal income tax laws affecting public finance. He has assisted issuers and conduit borrowers of all sizes with tax-exempt bond offerings, including matters involving the arbitrage and rebate rules, private business use and refunding and reissuance.

Mike has been named to The Best Lawyers in America^® for Tax Law (2019-2024).

He is a member of The Tax Club of Cleveland and is a regular speaker at the Cleveland Tax Institute in addition to serving in numerous officer roles.

Honors & Recognitions

• The Best Lawyers in America^®, Tax Law (2019-2024)
• Ohio Super Lawyers, Ohio Rising Stars (2018)

Education

LL.M., Taxation, University of Florida Levin College of Law, 2005

J.D., magna cum laude, The University of Toledo College of Law, Order of the Coif, 2004

B.S.B.A., Accounting, The Ohio State University, 2001

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.

Professional & Community

• The Tax Club of Cleveland, Member
• Cleveland Tax Institute, Regular Speaker and Officer