At a Glance

Fred concentrates his practice on representing real estate developers, professional corporations, health care providers and other clients in numerous taxation, real estate and employee benefits matters. He has extensive experience in income, sales and property tax and criminal tax matters on the federal, state and local levels. Fred also assists clients in structure business acquisitions and dispositions, Section 1031 exchanges and real estate transfers. He has been named an "Ohio Super Lawyer" and a Top 100 attorney in the state of Ohio and Top 50 attorney in Cleveland by Law & Politics and Cincinnati magazines.

Practices/Industries
Litigation
White Collar Defense

Business
Corporate Finance
Corporate Governance
Corporate Restructuring & Creditors' Rights
Executive & Incentive Compensation
International
Mergers & Acquisitions
Nonprofit
Succession Planning

Tax
Employee Benefits/ERISA
General Taxation
Tax Advantaged Investments
Tax Controversy

Areas of Concentration
  • Taxation
  • Estate Planning
  • Employee Benefits
  • Real Estate Tax
  • Business Law
Education
Cleveland State University (B.B.A., summa cum laude, 1975)

Cleveland-Marshall College of Law (J.D., magna cum laude, 1981)
Representative Experience
  • Serves as tax counsel and general counsel to numerous closely held business real estate developers.
  • Represents clients in controversy and litigation involving federal, state and local income, sales and property tax, and criminal tax matters.
  • Representation includes representing clients as lead counsel in the U.S. Sixth Circuit, U.S. District Courts, U.S. Tax Court, Ohio Supreme Court, Ohio Board of Tax Appeals and Ohio State Circuit Court of Appeals.
  • Assisted a large developer in restructuring entities to facilitate the transfer of ownership interests in developments to key employees and also implemented transfer of additional interest into a family limited partnership for the same developer. Simplified the structure for ongoing operations through the use of a master limited liability company.
  • Serves as tax counsel to a national qualified intermediary and accommodator with respect to Section 1031 exchanges.
  • Represents clients with respect to structuring 1031 exchanges involving complexities regarding variations of interest and related parties.
  • Represents clients in Internal Revenue Service and state and local tax collection matters.
  • Represented client in obtaining a discharge in bankruptcy of federal taxes in excess of $4 million and obtaining in such case an award of attorney fees.
  • Represented General Electric Medical Systems, Inc. in obtaining Ohio Board of Appeals ruling that diagnostic imaging equipment is exempt from sales tax as manufacturing equipment.
  • Represented a large equipment dealer and lessor in sale of the business to a public company.
  • Represented numerous employee stock ownership plans (ESOPs) in the structuring of business acquisitions and dispositions.
  • Represented clients in connection with transferring of real estate to real estate investment trusts.
  • Represented health care providers in sales to public companies.
  • Represented professional corporations in the fields of medicine, dentistry, law, accounting and psychology, among others.
  • Practiced as a Certified Public Accountant (1976-1982).
Certifications
Certified Specialist, Federal Taxation Law, Ohio State Bar Association
Certified Public Accountant, Ohio, 1978
Honors & Distinctions
AV Rated - Martindale Hubbell

Named a Top 100 attorney in the state of Ohio and Top 50 attorney in Cleveland by Law & Politics and Cincinnati magazines (January 2007)

Named to Best Lawyers in America, Tax Law, Woodward/White (2005-2008)

Named an "Ohio Super Lawyer" in a survey of Ohio lawyers by Law & Politics and Cincinnati magazines  (January 2004-2008)

Recipient, American Jurisprudence Award in Business Association Law

Recipient, Excellence Award in Taxation Law
Publications & Presentations

Business Structure and Choice of Entity
"Distributions From S Corporations," Lorman Education Services (August 2003; August 2004)

"Topics in Executive Compensation," Panel Chair, Cleveland Tax Institute (October 2003)

"Financially Distressed S Corporations," Co-Author, Volume 5, No. 1, Business Entities, Warren, Gorham & Lamont (January/February 2003)

"Financially Distressed S Corporations," American Bar Association Tax Section (May 2002)

“Partnership Loss Limitations, At Risk Rules,” Cleveland Tax Institute, Cleveland Bar Association (October 2001)

“Entity Considerations,” Real Estate Law Institute, Cleveland Bar Association (October 2000)

“S Corporation Subcommittee on Cancellation of Indebtedness in Bankruptcy,” Chair, Tax Section, American Bar Association (May 1996)

“Can Losses Incurred by an S Corporation be Carried Over to Reduce Built-In Gains Tax?” Volume 6, No. 3, Journal of S Corporation Taxation, Warren, Gorham & Lamont (Winter 1995)

“Limited Liability Companies: Choice of Entity; Federal Income Taxation; S Corporations, Basic Partnership Tax,” CLE Seminar, The Cleveland-Marshall Alumni Association and Cleveland-Marshall College of Law (September 1994)

"Limited Liability Companies: A Better Structure for Real Estate Owners, Developers, and Other Entrepreneurs," (June 1994)

“Family Limited Partnerships,” (November 1993)

Charitable and Philanthropic Planning 
"Charitable Contributions," Accounting Show (October 2003)

“Exploiting the Charitable Dollar – Charitable Giving Techniques Using Retirement Benefits,” Jewish Community Federation Charitable Tax Seminar (June 1996)

Estate Planning
“Estate Planning After the 2001 Tax Act” (November 2001)

“Exploiting the Charitable Dollar — Charitable Giving Techniques Using Retirement Benefits,” Jewish Community Federation Charitable Tax Seminar (June 1996)

“Family Limited Partnerships” (November 1993)

Reorganization and Exchanges
"Section 1031 Exchanges," First American Midwest Exchange, Services, Inc. (August 2004; February 2005)

"Like Kind Exchanges," Institute of Certified Public Accountants (November 2004)

"Like Kind Real Estate Changes In Ohio," Lorman Education Services (July 2003; October 2003; July 2004; October 2004)

"Tax Free Exchanges and Other Real Estate Concerns," Cleveland Chapter Of Ohio Society of Certified Public Accountants (January 2003)

“Section 1031 Transactions-Non-Standard,” Lake County Bar Association (April 2001)

“Tax Free and Like Kind Exchanges,” Real Estate Law Institute, Cleveland Bar Association (October 2000)

“Tax Free Exchanges: Beyond the Basics,” Co-Author, Cleveland Tax Institute, Cleveland Bar Association (May 2000)

“Non-Standard Exchange Structures, Reverse and Construction Exchanges,” Co-Panelist, First American Title Insurance Company and First American Midwest Exchange Services, Inc. (September 1999)

“Tax Free Exchanges and Other Real Estate Concerns: Beyond the Basics,” Co-Author, Cleveland Chapter of the Ohio Society of Certified Public Accountants (February 1999)

“Section 1031 Exchanges,” 1996 Real Estate Law Institute, Cleveland Bar Association Real Estate Law Section (November 1996)

Tax Controversy and Litigation 
“Eggshell Audits,” Ohio Society of Certified Public Accountants (May 2001)

“Primer on Tax Statute of Limitations,” 1996 Cleveland Tax Institute, Cleveland Bar Association (October 1996)

“Tax Controversies in the 1990s: Tax Crimes,” Cleveland Tax Institute, Cleveland Bar Association (November 1994)

Professional Affiliations

American Bar Association (Taxation Section; Corporation, Banking and Business Law Section; Member, S Corporation Committee; Chair, Subcommittee on Cancellation of Indebtedness in Bankruptcy)

Ohio State Bar Association

Cleveland Metropolitan Bar Association (Former Chairman, General Tax Committee, 1989-1990)

Cleveland-Marshall Law School Alumni Association (Past President, 1998-1999)

Community Involvement

 

Admissions
State of Ohio
U.S. Tax Court
U.S. Court of Appeals, Sixth Circuit
U.S. District Court, Northern District of Ohio