Is your client...
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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?
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?
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?
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?
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?
Are they looking for tax incentives packages in multiple states or countries?
Do they negotiate on their own?
Do they use international counsel?
How are they structured?
How do they perform internal governance reviews?
Have they been sued before?
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
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
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
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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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.
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.
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.
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.
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.
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).
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.
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.
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.
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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Leadership / Contact
Chair • Partner • Cincinnati
(513) 977-8108 • ben.wells@dinsmore.com
Employee Benefits, ESOPs, Nonprofit, Business Succession Planning
Charleston
Franki Parsons
Of Counsel • (304) 357-9963 • franki.parsons@dinsmore.com
Estate Planning, Trusts
Bill Snider
Partner • (304) 357-9976 • william.snider@dinsmore.com
Estate Planning, Trusts
Cincinnati
Bonnie Camden
Partner • (513) 977-8153 • bonnie.camden@dinsmore.com
Family Wealth Planning, Probate/Guardianships
J. Michael Cooney
Partner • (513) 977-8236 • mike.cooney@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation, nonprofit
Mary Healy
Partner • (513) 977-8263 • mary.healy@dinsmore.com
Nonprofit, Taxation, Family Wealth Planning, Probate/Guardianships
Kristin Lenhart
Partner • (513) 977-8550 • kristin.lenhart@dinsmore.com
Family Wealth Planning, Probate/Guardianships/Trust Administration, nonprofit, Taxation
Jill Scherff
Partner • (513) 977-8109 • jill.scherff@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Nonprofit, Taxation, Business Succession Planning, Asset Protection Planning
Lee Stautberg
Partner • (513) 977-8477 • lee.stautberg@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation, Business Succession Planning
Noah Stern
Partner • (513) 977-8460 • noah.stern@dinsmore.com
Taxation, Business Succession Planning, Nonprofit
Timothy Tepe
Partner • (513) 977-8310 • tim.tepe@dinsmore.com
Matrimonial Law, Prenuptial Agreements and Litigation Involving Trusts and Estates
Jerome Kearns
Of Counsel • (513) 977-8252 • jerry.kearns@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation, Business Succession Planning
David Branham
Associate • (513) 977-8376 • david.branham@dinsmore.com
Taxation and employee benefits.
Adam Centner
Associate • (513) 977-8372 • adam.centner@dinsmore.com
Estate Planning, Asset Protection, Tax Planning
Michael Matthews
Associate • (513) 977-8679 • michael.matthews@dinsmsore.com
Employee Benefits, Taxation
Diane Spitznagel
Associate • (513) 977-8268 • diane.spitznagel@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation
Columbus
Thomas Bonasera
Partner • (614) 227-4263 • thomas.bonasera@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Business Succession Planning
Brian Close
Partner • (614) 227-4209 • brian.close@dinsmore.com
Taxation, Business Succession Planning
Samuel Peppers,III
Partner • (614) 629-5716 • sam.peppers@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Michael Renne
Partner • (614) 221-1435 • mrenne@dinsmore.com
Family Wealth Planning, Probate/Guardianships, DR
Michael Bonasera
Of Counsel • (614) 221-1327 • michael.bonasera@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Pamela Bridgeport
Associate • (614) 227-4216 • pamela.bridgeport@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Christopher Hammond
Associate • (614) 628-6960 • christopher.hammond@dinsmore.com
Family Wealth Planning, Taxation, Nonprofit, Business Succession Planning
Michael Tipton
Associate • (614) 628-6983 • michael.tipton@dinsmore.com
Trust & Estate
Dayton
Fred Caspar
Partner • (937) 449-2818 • fred.caspar@dinsmore.com
Family Wealth Planning, Taxation, Business Succession Planning, nonprofit
David Wickham
Partner • (937) 449-2807 • david.wickham@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Philip Zukowsky
Partner • (937) 449-2842 • philip.zukowsky@dinsmore.com
Taxation, Business Succession Planning, ESOPs
Ames Gardner, Jr.
Of Counsel • (937) 449-6422 • ames.gardner@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Ralph Heyman
Of Counsel • (937) 449-2820 • ralph.heyman@dinsmore.com
Family Wealth Planning, Taxation, Business Succession Planning
Kevin Simon
Of Counsel • (937) 449-2837 • kevin.simon@dinsmore.com
Taxation, Business Succession Planning, Nonprofit
Huntington
Eddie Cunningham
Partner • (304) 691-8404 • edward.cunningham@dinsmore.com
Certified Public Accountant, Certified Valuation Analyst, Estate Planning, Taxation, Business Valuation
Audy Perry
Of Counsel • (304) 691-8303 • audy.perry@dinsmore.com
Family Wealth Planning
Lexington
Robert Fleming
Partner • (859) 244-7133 • robert.fleming@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Wade Lawson
Partner • (859) 244-7121 • wade.lawson@dinsmore.com
Family Wealth Planning, Probate/Guardianships
James (Bob) Lyons
Partner • (859) 244-7109 • robert.lyons@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Fiduciary Litigation, Estate Litigation
Glen Bagby
Of Counsel • (859) 244-7105 • glen.bagby@dinsmore.com
Wills, trusts, probate, trust administration, powers of attorney, health care proxies and living wills, QTIPs, irrevocable trusts, QPRTs, GRITs, GRATs, GRUTs
Louisville
Robert Hallenberg
Partner • (502) 581-8013 • robert.hallenberg@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation
Katherine Langan
Partner • (502) 540-2322 • katherine.langan@dinsmore.com
Family Wealth Planning, Probate/Guardianships
Wayne Wilson
Partner • (502) 581-8052 • wayne.wilson@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Taxation, Business Succession Planning Tax, Benefits and Wealth Planning
Luke Swain
Associate • (502) 540-2380 • luke.swain@dinsmore.com
Taxation, Trust & Estate, Equine
Morgantown
Joshua Rogers
Partner • (304) 225-1413 • joshua.rogers@dinsmore.com
Family Wealth Planning, Probate/Guardianships, Business Succession Planning, nonprofit, Estate Administration, Fiduciary Litigation
Haley Hillen
Associate • (304) 225-1453 • haley.hillen@dinsmore.com
Estate Planning, Probate
Paige Vagnetti
Associate • (304) 225-1451 • paige.vagnetti@dinsmore.com
Tax, Benefits and Wealth Planning
Pittsburgh
Penina Lieber
Partner • (412) 288-5885 • penina.lieber@dinsmore.com
Nonprofit/Tax Exempt