Frederick N. Widen

Partner


Fred concentrates his practice on representing businesses, real estate developers, private equity companies, and other clients in taxation, real estate, business, and succession matters. Fred has extensive experience in income, estate, gift, sales, and property tax, and criminal tax matters on the international, federal, state, and local levels. Fred also assists clients in structuring business acquisitions and dispositions, Section 1031 exchanges and entity and assets transfers. Fred assists clients in preparing sophisticated business governance documents, including partnership, operating, joint venture and shareholder agreements. He has been named to the Ohio Super Lawyers list and named as one of the Top 100 attorneys in the state of Ohio and Top 50 attorneys in Cleveland by Ohio Super Lawyers. In 2015, Fred was named a Client Service All-Star by BTI in a survey of corporate counsel.

Education & Admissions

Education

  • Cleveland State University

    (B.B.A., summa cum laude, 1975)

  • Cleveland-Marshall College of Law

    (J.D., magna cum laude, 1981)

Admissions

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

Experience

REPRESENTATIVE EXPERIENCE

  • Serves as tax counsel and general counsel to numerous closely held businesses, real estate developers, and family offices.
  • Served as both lead business counsel and  tax counsel in mergers and acquisitions.
  • Represents clients in controversy and litigation involving federal, state, and local income, sales and property tax, and criminal tax matters.
  • Represents numerous clients in succession, trust, estate, and generation skipping tax planning.
  • 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.
  • Filed amicus brief in the United States Tax Court case of Garnett v. Commissioner, 132 TC No. 19 (2009).
  • Assisted developers 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, including tracking portfolio companies.
  • Represents clients with respect to structuring 1031 exchanges involving complexities regarding variations of interests, related parties and tenants-in-common interests.
  • Advised clients with respect to effect of IRC Section 382 on net operating loss carry-forwards.
  • Represents clients in Internal Revenue Service and state and local tax collection matters.
  • 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 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).

Publications & Presentations

Client Alerts

Publications

  • “Uncertainties in Mitigating the Effect of Missed Allocations in Closed Years,” Business Entities (October 2014)
  • “Changing Chapters: Paging Through S Corporation Terminations,” Business Ethics (July/August 2011)
  • “Financially Distressed S Corporations,” Co-Author, Volume 5, No. 1, Business Entities, Warren, Gorham & Lamont (January/February 2003)
  •  “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)
  • “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)

Presentations

Business

  • “Current Impact of the Affordable Care Act,” Tax Club of Cleveland (September 2015)
  • “Partnership Allocation Gone Awry,” Cleveland Tax Institute, Cleveland Bar Association (December 2014)
  • “Charitable Contributions of Partial Interests in Real Estate,” Jewish Community Federation of Cleveland (June 2014)
  • Guest Lecturer, Cleveland-Marshall College of Law (April 2011; April 2012; April 2013; April 2014)
  • “S Corporation Terminations,” American Bar Association, Section of Taxation (January 2011)
  • “Loss Limitation, At-Risk Rules, Pass-Through Entities,” Ohio Society of CPAs (September 2010)
  • “Recent Decisions, LLCs, LLPs and Section 469(h)(2),” American Bar Association Section of Taxation (September 2009)
  • “Loss Limitations, at Risk Rules and Partnerships,” Ohio Society of Certified Public Accountants (February 2009)
  • “Choice of Entity/Exit Planning,” Cleveland Tax Institute, Cleveland Bar Association (October 2008)
  • “The Insolvent S Corporation, Primer of Tax Concerns,” American Bar Association Section of Taxation (May 2008)
  • “More Tax Nuggets for Real Estate Lawyers,” Cleveland Bar Association (October 2006)
  • “Tax Nuggets for Real Estate Lawyers,” Real Estate Law Institute, Cleveland Bar Association (October 2005)
  • “The S Corporation and Section 338(h)(10),” Cleveland Tax Institute, Cleveland Bar Association (October 2005)
  • “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,” 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)
  • “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)

Business Structure & Choice of Entity

  • “Limited Liability Companies: A Better Structure for Real Estate Owners, Developers, and Other Entrepreneurs” (June 1994)
  • “Family Limited Partnerships” (November 1993)

Charitable & Philantropic Planning

  • “Charitable Contributions of Partial Interests in Real Estate,” Jewish Community Federation of Cleveland (June 2014)
  • “Charitable Gifts Involving Pass Through Entities” (November 2010)
  • “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 & 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)
  • “Section 1031 Exchanges,” Real Estate Law Institute, Cleveland Bar Association Real Estate Law Section (November 1996)

Tax Controversy & Litigation

  • “Choice of Entity After Tax Reform – Understanding the Stakes,” Ulmer Tax Seminar Series (July 2018)
  • “Dealing with Incorrect Partnership Applications,” Cleveland Tax Institute, Cleveland Metropolitan Bar Association (December 2014)
  • “Civil/Criminal culpability of Tax Advisors” Tax Club of Cleveland (October 2012)
  • “The Eggshell Audit” Ohio Society of CPAs (April 2010)
  • “2009 TAX ACT – Dealing with an Economy in Crisis,” Ohio Society of Certified Public Accountants (March 2009)
  •  “Eggshell Audits,” Ohio Society of Certified Public Accountants (May 2001)
  • “Primer on Tax Statute of Limitations,” Cleveland Tax Institute, Cleveland Bar Association (October 1996)
  •  “Tax Controversies in the 1990s: Tax Crimes,” Cleveland Tax Institute, Cleveland Bar Association (November 1994)

Involvement

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)
  • Estate Planning Council of Cleveland

COMMUNITY INVOLVEMENT

  • Shaker Schools Foundation (Trustee)
  • Northeast Ohio Health Services dba Connection (Former Trustee and Past-President)
  • Suburban Temple, Cleveland, Ohio (Former Trustee)
FIRM INVOLVEMENT 
  • Finance Committee

Honors

HONORS

  • Named to The Best Lawyers in America®, Tax Law; Litigation & Controversy – Tax; Trusts & Estates (2005-2019)
  • Named to the BTI Client Service All-Star Team for Law Firms in a survey of corporate counsel (2015)
  • AV Preeminent® Peer Review Rated – Martindale-Hubbell®
  • Named a Top 100 attorney in the state of Ohio (2008; 2010-2012) and Top 50 attorney in Cleveland by Ohio Super Lawyers
  • Named to the Ohio Super Lawyers list (2004-2019)
  • American Jurisprudence Award in Business Association Law
  • Excellence Award in Taxation Law

CERTIFICATIONS

  • Certified Specialist, Federal Taxation Law, Ohio State Bar Association
  • Certified Public Accountant, Ohio, 1978

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