Current-practice matters are described by type, size, and structure only, consistent with client confidentiality. Reported government matters are public record and named.
Mergers, Acquisitions, and Financings
U.S. counsel to the seller in the cross-border sale of an India-based data-center business to a publicly traded U.S. company; purchase price approximately $161 million (multi-jurisdictional deal team; U.S.-side counsel).
Counsel to the seller in the sale of two travel-center locations along the I-81 corridor; approximately $45 million.
Buyer’s counsel to an agricultural-industrial company acquiring a trucking and logistics business; approximately $4.5 million.
Counsel to a medical-device manufacturer in the divestiture of a product-line division; approximately $3.75 million.
Counsel to a construction contractor’s purchase of a subcontractor representing a new trade for the client; approximately $2.6 million.
Buyer’s counsel to an electronics manufacturer in several strategic acquisitions; approximately $4 million in aggregate.
Issuer’s counsel to a biotechnology company in a $2 million seed financing.
Virginia counsel to the merger of several agricultural cooperatives located in Virginia, West Virginia, and Maryland.
Counsel organizing an agricultural cooperative for local farmers after a national aggregator closed its business and processing in the region.
Business Succession
Structured a management buyout and redemption for a commercial landscaping business valued at approximately $7 million.
Transferred a family dental practice to the next generation through a stock redemption and purchase plan.
Designed a equity redemption and purchase plan to transfer a subcontracting business to one of the owner’s children and structured estate plan to equalize owner’s financial legacy among other children.
Structured a stock-purchase plan moving a commercial contracting business from the senior to the junior generation.
Structured numerous farm succession plans transferring both management and ownership to the next generation.
Estate Planning and Wealth Transfer
Plans for and administers estates electing installment payment of estate tax attributable to a closely-held business interest under IRC § 6166, work that ties the estate practice directly to owners whose business is their principal asset.
Spousal lifetime access trusts and dynasty trusts for high-net-worth clients.
Revocable-trust and wealth-transfer planning for families focused on protecting children and keeping farm land, forest land, and business interests in the family.
General Corporate Counsel
Ongoing corporate counsel to businesses in aviation, agriculture, construction, medical devices, medical practices, real estate, accounting, wealth management, and professional services.
Government Tax Litigation (U.S. Department of Justice, Tax Division, 2006-2011)
AWG Leasing Trust v. United States, 592 F. Supp. 2d 953 (N.D. Ohio 2008). Trial of the first sale-in/lease-out (SILO) abusive-tax-shelter case tried in the country; involved across pleadings, strategy, depositions, investigation, and trial, with a large documentary record and testifying experts.
Altria Group, Inc. v. United States, 694 F. Supp. 2d 259 (S.D.N.Y. 2010). Member of the trial team in a two-week jury trial; handled trial strategy and preparation, pretrial motions, pre- and post-trial briefing, and examined multiple witnesses on direct and cross.
Early-phase work on the STARS foreign-tax-credit shelter litigation, Salem Financial, Inc. v. United States, 112 Fed. Cl. 543 (2013), and Santander Holdings USA, Inc. v. United States, 844 F.3d 15 (1st Cir. 2016); involvement limited to the pleading and discovery phases, not as trial or appellate counsel.
Represented the United States in a collection matter raising an issue of first impression in the Sixth Circuit on valuing a non-liable spouse’s interest in property held as tenants by the entirety; summary judgment for the government.
Represented the United States in a bankruptcy matter on the dischargeability of trust-fund recovery penalties and discretionary abstention; debtor’s complaint dismissed on the pleadings.
Also served a six-month detail as a Special Assistant United States Attorney in the Eastern District of Virginia, handling general criminal matters.