General Taxation

Tax issues are present in almost every business and personal transaction. Ulmer & Berne’s tax attorneys develop creative approaches to minimize tax costs and maximize tax benefits. We also help implement new tax strategies in our clients’ business and personal lives in response to new developments and changes in the tax law.

The experience and expertise of our tax attorneys covers all aspects of federal, state and local taxation. We counsel and represent clients in business transactions, in employee benefit and retirement plan matters, in estate planning and probate, and in tax controversies.

Some of the services we provide include:

  • Tax counsel with respect to the purchase and sale of businesses in taxable and nontaxable transactions
  • Tax planning relating to the creation or changing of business structures, including corporate separations
  • Implementing like-kind and other tax-free or tax-deferred exchanges
  • Representing clients in all phases of tax controversy matters
  • Negotiating and settling tax collection matters
  • Obtaining advance rulings from the Internal Revenue Service to assure the tax consequences of a proposed transaction
  • Succession planning for family businesses, including developing business and tax strategies necessary to meet family goals
  • Wealth transfer planning including the creation of family limited partnerships, trusts and gifting programs
  • Analyzing tax aspects of litigation, including employment-related disputes
  • Structuring tax-advantaged investments, including low income housing tax credit, historic rehabilitation tax credit, new market tax credit, and other real estate syndications
  • Forming and assisting in the operation of tax-exempt organizations
  • Counseling with respect to the issuance of tax-exempt bonds, including municipal and industrial revenue bonds

March 26, 2020 – On March 25, 2020, the U.S. Senate passed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The U.S. House of Representatives is expected to pass and President Trump is expected to sign the bill on Friday, March 27, 2020. Ulmer will be conducting a...

Our federal government has moved swiftly to provide certainty to American employers and workers about how to handle absences necessitated by the coronavirus. The Families First Coronavirus Response Act contains two main provisions that address employee absences – the Emergency Family and Medical Leave Expansion Act (“EFMLEA”) and the Emergency...

Ulmer & Berne LLP is pleased to announce Patricia A. Shlonsky, Cleveland Partner-in-Charge and Chair of the firm’s Employee Benefits and Tax Practice Groups, was recently inducted as a Fellow of The American College of Employee Benefits Counsel (ACEBC), a nonprofit dedicated to elevating the standards and advancing public understanding of...

Ulmer & Berne LLP is proud to announce that James A. Goldsmith, Partner and Chair of the firm’s Trusts & Estates Practice Group, will receive the Distinguished Advisor Award from University Hospitals in Cleveland, Ohio. This award honors Goldsmith’s commitment to his clients in aiding their generosity, foresight, and civic vision...

On June 20, 2019, the Ohio Senate unanimously approved a state budget bill, House Bill 166, which includes a new tax credit for investments made into Ohio’s opportunity zones. Originally passed unanimously by the Ohio Senate as Senate Bill 8, the bill was later included in the state operating budget...

As part of the 2017 Tax Cuts and Jobs Act, Congress added a new provision to the Internal Revenue Code allowing investors to defer capital gains by making investments into Qualified Opportunity Funds (QOFs).[1] However, many investors have remained on the sidelines waiting for the Internal Revenue Service (IRS) to...

Ulmer Counsel Linda DelaCourt Summers recently published an article in Bloomberg Tax entitled, “Digital Assets, Digital Access, and Queen.” Summers’ love of music inspired her to explore how digital assets like MP3 songs, Facebook accounts, and airline miles are changing estate planning in today’s information age. To access the article,...

One of the most talked about items in the newly passed Tax Cuts and Jobs Act is the deduction available to owners of pass-through entities under Code Section 199A. As discussed in this Client Alert, an interesting quirk with this provision is that the type of pass-through entity used by...

Congress has passed and the President is expected to sign the Tax Cuts and Jobs Act of 2017, the Republican tax reform bill. This alert summarizes some of the key business, international, and individual provisions of the Act that may impact you and your business. Please contact your primary Ulmer...

Ulmer is pleased to announce that it recently represented Woolpert Inc., one of the nation’s most prominent architectural, engineering and geospatial firms, in a minority recapitalization with Long Point Capital. The complex transaction comes at an ideal time for Woolpert as the firm develops new strategy and investment opportunities and...

On June 30, 2017, Ohio’s 2018-2019 biennial budget legislation was signed into law by Ohio Governor John Kasich. Part of this budget bill is a temporary tax amnesty program that will begin on January 1, 2018 and end on February 15, 2018. For taxpayers with delinquent Ohio taxes who voluntarily...

On June 13, 2017, the IRS released its long-awaited proposed regulations on new audit rules that will apply to partnerships and multiple-member limited liability companies (LLCs) taxed as partnerships. Effective for taxable years beginning after December 31, 2017, the new audit rules provide for entity-level assessments and collections, in contrast...

The City Club of Cleveland recently announced that Patricia A. Shlonsky, partner-in-charge of Ulmer & Berne’s Cleveland office, has been appointed to their Board of Directors. “As soon as Patty became a City Club member, she jumped in and started making a difference,” said Dan Moulthrop, CEO, The City Club...

Patricia A. Shlonsky has been appointed to the board of Business Volunteers Unlimited: The Center for Nonprofit Excellence (BVU). Shlonsky is the Partner-in-Charge of Ulmer’s Cleveland office and chairs the firm’s employee benefits and tax practice groups. In her role as Partner-in-Charge, Shlonsky guides the development, client service, business, and...

Profiles in Diversity Journal recently published its 2016 “Women Worth Watching” issue, which features Patricia Shlonsky, Partner-In-Charge of Ulmer’s Cleveland office. The honor extends to a select group of trailblazers working in a range of industries throughout the country who have distinguished themselves from their peers based on excellence in...

Ulmer is ranked in 39 categories in the 2017 U.S. News – Best Lawyers “Best Law Firms” rankings. Among these, the firm earns U.S. News – Best Lawyers highest rankings in 21 categories. The firm also ranks nationally in 15 categories. Firms included in the 2017 “Best Law Firms” are...

The Treasury Department and Internal Revenue Service (IRS) recently released proposed regulations concerning the valuation of business and investment interests for purposes of gift, estate and generation-skipping transfer taxes.  The regulations relate to the interpretation and implementation of Internal Revenue Code (“Code”) section 2704.  Code section 2704 provides special gift,...

Ulmer & Berne is ranked in 39 categories in the 2016 U.S. News – Best Lawyers® “Best Law Firms” rankings. Among these, the firm earns U.S. News – Best Lawyers highest rankings in 21 categories. The firm also ranks nationally in 16 categories. Firms included in the 2016 “Best Law...

Representative Experience

  • Serving as tax counsel to a national qualified intermediary and accommodator with respect to Section 1031 exchanges.
  • Serving as counsel to various Cincinnati arts organizations, including historic tax credits, federal and state grants and financing arrangements, bond facilities, formation and corporate governance matters, and obtaining and maintaining tax-exempt status.
  • Representing various clients in real estate tax shelter matters.
  • Structured the $15 million sale of an S corporation cemetery management company as a forward cash merger to achieve single-level of tax for sellers and fair market value cost basis for purchaser.
  • Utilized Section 338(h)(10), deemed asset sale structure, to successfully close the sale of a family-owned manufacturer of hydraulic and pneumatic coupling devices to a publicly traded company for a purchase price of $21 million.
  • Counseled a manufacturing/distributor client on the preservation of tax attributes in a major acquisition/bankruptcy restructuring.
  • Participated in reverse Section 1031 exchange transactions worth $8 million involving the sale of a parking garage in exchange for property leased to a public company and a shopping center in Cape Coral, Florida.
  • Closed a transaction involving the purchase of membership interests in a limited liability company that owned certain real property in connection with a Section 1033 exchange (involuntary conversion).
  • Managed a Section 1031 exchange of multiple apartment projects worth more than $60 million, including the liquidation of various partnerships and the refinancing of apartment projects with HUD and various insurance companies.
  • Structured the sale of a 100,000 square foot shopping center in Canton, Ohio as a Section 1031 exchange.
  • Represented a commercial real estate firm in the sale of two nationally known drug stores located in the Baltimore, Maryland area. The transaction, part of a Section 1031 exchange, involved the sale of limited liability company membership interests in two separate companies that owned the real property and improvements.
  • Represented a limited liability company in the acquisition of limited partnership and general partnership interests of a limited partnership completing a Section 1031 exchange.
  • Represented a leasing corporation in establishing a program that would provide for a significant portion of their equipment sales and purchases to be treated as tax free exchanges. Strategy predated Internal Revenue Private letter rulings permitting tax-free exchange treatment.
  • Assisted a large developer in restructuring entities to facilitate the transfer of ownership interests in developments to key employees. In addition, we also implemented a transfer of additional interest into a family limited partnership for the same developer and simplified the structure for ongoing operations through the use of a master limited liability company.
  • Represented a large equipment dealer and lessor in the 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 the transfer of real estate to real estate investment trusts.
  • Represented health care providers in sales to public companies.
  • Provided tax advice and counseling to professional corporations in the fields of medicine, dentistry, law, accounting and psychology, among others.
  • Represented a long-standing Cleveland company in a reverse tax-deferred like-kind exchange involving construction of a new facility.
  • Managed a tax-free exchange of multiple apartment projects, worth more than $60 million, involving the liquidation of various partnerships and the refinancing of apartment projects with HUD and various insurance companies.

Nonprofit Experience

  • Assisted international medical society in formation of U.S. nonprofit organization and application for section 501(c)(3) status.
  • Provided counsel to fraternal benevolent organization in obtaining tax-exempt status.
  • Represented several housing providers for families of hospitalized children in obtaining section 501(c)(3) status for subsidiary or affiliated entities involved in financing transactions.
  • Represented network of social welfare organizations in organizing and obtaining section 501(c)(3) status for entity that tracked network referrals.
  • Provided counsel to several non-profit trade associations regarding impact of current and new activities on tax-exempt status and unrelated business tax.
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