Education

• Cleveland State University

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

• Cleveland State University 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

REPRESENTATIVE EXPERIENCE

• Serves as tax counsel and general counsel to numerous closely held businesses, real estate developers, and family offices.
• Serves 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.
• Represents clients with respect to structuring 1031 exchanges involving complexities regarding variations of interests, drops and swaps, partnership divisions, related parties, and tenants in common interests.
• Represents clients in Internal Revenue Service and state and local tax collection matters.
• Assists clients in structuring and establishing opportunity zone funds and opportunity zone entities.
• 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 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 and series LLCs.
• Advised clients with respect to effect of IRC Section 382 on net operating loss carry-forwards.
• 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).

Client Alerts

• "Economic Aid Act – PPP Loan Program Reopened and Expanded," Ulmer & Berne LLP Client Alert (January 2021)
• "Congress Confirms Tax Deductions for Expenses Paid with PPP Loans, Extends Other Tax Provisions," Ulmer & Berne LLP Client Alert (December 2020)
• "The CARES Act Update – PPP Flexibility Act of 2020," Ulmer & Berne LLP Client Alert (June 2020)
• "Tax Provisions of the CARES Act," Ulmer & Berne LLP Client Alert (March 2020)
• "IRS Issues Long-Awaited Second Round of Opportunity Zone Regulations," Ulmer & Berne LLP Client Alert (April 2019)

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)
• “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)
•  “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)

Presentations

Business

• “M&A Insights: State and Local Tax Considerations,” Ulmer & Berne LLP Webinar (May 2021)
• “Important Recent PPP Updates, New Rules and Deadlines—The Latest Information,” Ulmer Webinar (May 2020)
• “Qualified Opportunity Zones: Too Good to be True?” Panelist, Ulmer Seminar (December 2018)
• “Choice of Entity After Tax Reform – Understanding the Stakes,” Ulmer Tax Seminar Series (July 2018)
• “Acquisition of Indebtedness from an Unrelated Party by a Related Party,” Cleveland Tax Institute, Cleveland Metropolitan Bar Association (November 2017)
• “Partnership Mergers and Divisions,” Cleveland Tax Institute, Cleveland Metropolitan Bar Association (November 2016)
• “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 (2011-2019)
• “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 & Philanthropic 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

• “Tax Considerations for Real Estate Investors in Estate Planning,” Boy Scouts Presentation (September 2016)
• “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 

• “1031 Exchange Structures, Alternatives, and State and Local Tax Concerns,” Ulmer Seminar (July 2019)
• “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)

PROFESSIONAL AFFILIATIONS

• American College of Tax Counsel (Fellow)
• American Bar Association (Taxation Section; Corporation, Banking and Business Law Section; Member, S Corporation Committee)
• Ohio State Bar Association
• Cleveland Metropolitan Bar Association (Former Chairman, General Tax Committee, 1989-1990)
• Cleveland-Marshall Law Alumni Association (Past President, 1998-1999)
• Cleveland-Marshall College of Law (Visiting Committee)
• 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)

• Finance Committee

HONORS

• Ranked in Band 1 for Tax in Ohio by Chambers USA: America’s Leading Lawyers for Business (2021-2023)
• Named to The Best Lawyers in America, Tax Law; Litigation & Controversy – Tax; Trusts & Estates (2005-2024)
• 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, 2023)
• 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

• Ulmer Attorneys Recognized in The Best Lawyers in America® 2024 Report
• Chambers USA 2023 Report Gives Ulmer Top Marks
• Ohio Super Lawyers Recognizes 69 Ulmer Attorneys in 2023 Lists
• Ulmer Attorneys Recognized in The Best Lawyers in America© 2023 Report
• Ulmer Earns Top Marks in Chambers USA 2022 Report
• Ulmer Attorneys Recognized in The Best Lawyers in America© 2022 Report
• Ulmer & Berne Honored in Chambers USA 2021 Edition
• Ulmer Partner Frederick N. Widen Elected to American College of Tax Counsel
• Best Lawyers® 2020: 60 Ulmer Attorneys Recognized, Two Partners Named “Lawyer of the Year”