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Tax

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

April 14, 2021 – Let the taxpayer beware: the recently proposed “For the 99.5 Percent Act” introduced by Senators Bernie Sanders and Sheldon Whitehouse would radically limit the ability of parents or grandparents to make annual exclusion gifts for their families. Under present law, $15,000 per donee is excluded from...

December 22, 2020 – Congress gave recipients of loans under the Paycheck Protection Program (PPP) a holiday present when it confirmed the deductibility of expenses paid with proceeds of a PPP loan that is forgiven. This confirmation is part of the massive Consolidated Appropriations Act, 2021 (the “Act”) that Congress...

April 29, 2020 By: Ulmer’s Tax Practice Group Ulmer’s Tax Practice Group has continued to monitor guidance released regarding the CARES Act. Below are some of the most frequently asked questions our attorneys have received over the last several weeks and the practice’s suggestions and guidance. If you have any...

April 9, 2020 1. What if you have already laid off employees and they have already claimed unemployment? Can we still apply for the payroll programs? A. The employee retention tax credit and the payroll tax payment deferral apply to wages paid. So if you rehire the laid off employees...

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,...

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.