Is your client...

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  • sponsoring retirement plans for its employees?

    Do they have questions about plan design or ERISA compliance?

    Do they have a defined benefit pension plan?

    Have they been asked to participate in a Taft-Hartley plan?

    Are they under investigation by the IRS or the Department of Labor?

    Do they want to merge or terminate plans?

  • maintaining health and welfare benefit plans?

    Do they have questions about the Affordable Care Act (Obamacare)?

    Are they implementing a wellness program?

    Are they considering a defined contribution or “consumer driven” health plan?

  • looking to establish an incentive program?

    Are they looking for ways to make employees think like owners?

    Do they want to retain key executives?

    Are they worried about losing employees to their competitors?

  • a senior executive in a career change?

    Is he or she considering a buy-out or exit package?

    Is the executive negotiating an employment or change in control agreement?

    Is he or she uncertain about rights and remedies under an employment agreement in the event of termination?

  • in a complex corporate transaction or reorganization with obvious taxation consequences?

    Are they part of a joint venture?

    Do they have cross-border operations/international facilities or assets?

    Are they in a merger/acquisition or restructuring?

    Are there benefits plans involved?

  • expanding operations or facilities?

    Are they looking for tax incentives packages in multiple states or countries?

    Do they negotiate on their own?

    Do they use international counsel?

  • associated with a non-profit/charitable organization?

    How are they structured?

    How do they perform internal governance reviews?

    Have they been sued before?

  • looking to transition their business or estate to heirs or successors?

    Are they a closely-held entity?

    Do they already have assets in trusts or protective vehicles?

    Does they have philanthropic interests?  

    Do they have a private/public foundation?

    Do they have a will?

TBW-At-a-Glance
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45 Attorneys

  • Representative Clients

    Ashland Inc.

    Chesapeake Energy Corporation

    Clark, Schaefer, Hackett & Company

    Enerfab, Inc.

    Fifth Third Bank

    First Group America

    Golden Living

    Halma PLC

     Husky Energy

    Huffy Corporation

    Mack Trucks, Inc.

    Medic One, Inc.

    Murray Energy

    The Procter & Gamble Company

    Omya, Inc.

     Ormet Corporation

    RCF Group

    Space Computer Corporation

    Structural Dynamics Research  Corporation

    Vitas Healthcare Corporation

  • What We Do

    Benefit Plan Audits

    Compliance

    Employer Tax Exemptions

    Employee Stock Ownership Plans (Esop)

    Executive Compensation

    Health and Welfare Benefits

    Retirement Plan Documents

    Structure Benefit Plans for M&A

    Tailored Voluntary Correction Programs

    Tax Compliance Counsel

    Tax Controversies / Dispute Resolution

    Cross-Border (In-Bound/Outbound) Transactions

    Individual Tax Counseling

    Internal Governance Reviews for Non-Profits

    Maximize Tax Advantages for M&A and Divestiture Transactions

    Negotiate State and Local Tax Incentives to Relocate or Expand Business Operations

    Plan and Structure Non-Profit Organizations

    Asset Protection Trusts

    Captive Insurers

    Dynasty Trusts

    Estate Administration

    Generation-Skipping Transfer Tax and Exemption Planning

    Grantor Retained  Annuity Trusts

    International Estates

    Private Foundations / Public Charities

    Special Needs Trusts

    Succession Planning

    Wealth Leveraging Techniques

  • Creating Value

    Connected/Resourceful Advisors for Federal, State and Local Taxation Issues

    Integrated service with corporate / benefits / non-profits / wealth planning

    Working relationships with IRS / Regulatory Agencies

     

    Regional Clout in Family Wealth Planning

    One of the region’s largest groups of estate/trust planners

    Influencing new tax, trust and probate legislation in Kentucky, Ohio and West Virginia

    Respected fiduciary litigators

     

    Knowledgeable and Practical Employee Benefits/Executive Compensation Advice

    Best practices resources for benefits/tax compliance

    Custom employee communications / Materials to satisfy reporting and disclosure obligations

     

    Nationally Known Experts in Employee Stock Ownership Plans

    Representing business owners, trustees and lenders

    Respected ESOP Team with national reach

    Served as counsel in over $1 billion in ESOP transactions

Experience Highlights
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  • Thinking Outside the Box

    We structured a multi-step tax deferred §1031 exchange of assets for a communications tower company. The transaction involved numerous “out of the box” aspects, including incorporating forward and reverse exchange structures, and the transfer and acquisition of multiple asset classes, both tangible and intangible.

  • Cross-Border Tax Counsel

    We are advising a UK company purchasing a U.S. distributor regarding U.S. tax aspects of structuring an inbound transaction, including transfer pricing, thin capitalization and tax treaty issues, and including 338(h)(10) election analysis.

  • Using an ESOP to Sell the Company

    Represented an Asset-Based Logistics Company in structuring and negotiating an ESOP Transaction.  The transaction involved restructuring the company, the redemption of shareholders and the sale of a 100% interest to the ESOP.

  • Tax Planning for Cross-Border Business Restructuring

    Planned tax structuring in connection with the reorganization of a publicly traded manufacturing company in bankruptcy. The planning involved numerous domestic and foreign operations and subsidiaries, and included planning to maximize the use of all tax attributes and maximize basis step-up for the post-bankruptcy reorganization owners of the various business segments.

  • Tax Counsel for Affordable Housing

    Represented real estate developers, owners and operators, on an annual basis in excess of $100 Million in assets, in connection with numerous affordable housing projects under §42 of the Internal Revenue Code. This representation includes all tax aspects under §42, Subchapter K, and related tax planning, in connection with the acquisition, construction, development, syndication and operation of such projects.

  • Tax Dispute:  Unpaid U.S. Income Taxes and Penalties

    We represented a trustee for a 50-year-old trust where U.S. tax returns had not been filed for a number of years. During the process of filing tax returns and paying the taxes, the filing beneficiary passed away before completing payments for all years, causing the IRS to claim that the remaining unpaid taxes and assessed penalties should be paid from the trust. We settled the dispute, working with the IRS to establish that the trust was not responsible for the taxes and penalties that had been owed by the beneficiary (who had a power of appointment).

  • Special Needs Trusts/Disability Planning

    We provide ongoing counsel to corporate fiduciaries in administering special needs trusts.  The work includes establishing special needs trusts and guardianships for disabled individuals as well as estate planning for parents with special needs children.

  • The Procter & Gamble Company: Tax Counsel to a Joint Venture

    We represented P&G in a research consortium and joint venture with the University of Cincinnati, utilizing a unique combination of tax, non-profit and corporate attorneys to complete a complex transaction.

  • Syndicated Revolving Credit Facility

    We assisted a long-time privately held client in negotiating and closing a syndicated revolving credit facility of up to $125 million. In connection with obtaining financing, we also assisted our client in a major and complex restructuring of its ownership and subordinated debt structure that had significant tax implications.

  • Halma p.l.c.: Benefits Structuring During Company Acquisition

    Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.

Attorney Roster
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DINSMORE & SHOHL LLP | LEGAL COUNSEL

 

FOR INTERNAL USE ONLY. Nothing in this presentation should be construed or is intended to be legal advice.  All images, videos, copyrights, and trademarks used in the presentation are property of their respective owners.  Copyright 2017. All rights reserved.