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Overview

Michael provides tax and corporate law advice to businesses at all phases of operation, from initial business formation to disposition and all points in between.

Michael advises clients across virtually all areas of operation regarding U.S. federal income tax issues. He has represented U.S.-based, foreign-based, and multinational enterprises, providing advice in connection with acquisitions, distribution structures, and internal reorganizations, including complex crossborder transactions; U.S. Subpart F income and GILTI planning and analysis; foreign tax credit planning and analysis; tax treaty analysis, and other matters related to outbound and inbound U.S. tax planning. His representations have included business structures, operations, and investments by US clients in, or by non-US clients from, Europe, Canada, Latin America and a number of other jurisdictions outside of the U.S. He also works with closely held businesses and their owners to develop and implement tax strategies that protect and enhance corporate value.

Michael has broad experience advising private funds, investment management firms, and investment industry professionals. In addition to tax counsel, he often renders advice regarding the Securities Act of 1933 and the Investment Advisers Act of 1940, as well as a host of fund formation issues for private equity and hedge funds. Additionally, he works with institutional investors, advising them on investments across a range of assets, including alternative investment products.

Clients also rely on Michael and the firm to handle a variety of corporate and transactional assignments including drafting corporate or partnership formation documents, partnership agreements, shareholders’ agreements, stock purchase agreements, private placement memoranda, subscription agreements, and investment management agreements.


Industry

Services

Recognition

  • The Best Lawyers in America©, Tax Law

Education

  • LL.M., Georgetown University Law Center
    • Taxation
  • J.D., Georgetown University Law Center
  • B.A., Catholic University of America
    • cum laude
    • Mathematics and Philosophy

Admissions

  • Maryland
  • District of Columbia
  • Virginia
  • Florida
  • U.S. District Court, District of Columbia


*Michael works remotely and is licensed in Florida, practicing in Naples. Contact Michael via email or phone for in-person/virtual meetings. Use our Washington, D.C. office address for mail/deliveries.
Experience
  • Assisting sponsor of multiple bitcoin, bitmining and cryptocurrency in investments in a variety of different transactions including the launch of the client's first cryptocurrency hedge fund, the deployment of investment into cryptomining operations and various compliance issues around cryptocurrency.
  • Advising NFT start-up on all aspects of its business formation and planning.
  • Closing a $23 million, offshore, Series A financing for a venture capital company in the pharmaceutical industry.
  • Managing a cross-border acquisition by U.S. REIT from project kick-off through deal close.
  • Obtaining the concession of all issues from the IRS in a redetermination suit after trial in the U.S. Tax Court, during which Michael was lead trial counsel for the taxpayers.
  • Defending successfully large U.S. asset manager in an administrative adjudication in connection with an income tax audit by the District of Columbia.
  • Advising clients regarding restructuring family offices for tax efficiency.
  • Advising multi-billion-dollar manufacturing group in Germany regarding US income tax implications of US operations and the restructuring thereof.
  • Securities (Reg D & RIA) advice for FinTech start-up in the investment advisory industry.
  • Structuring family limited partnerships with assets in excess of $50 million.
  • Structuring and implementing SPV for $30 million real estate investment.
  • Assisting real estate private equity client in developing investment structures to accommodate tax-exempt investment and foreign investment and understanding registration requirements under the Investment Advisers Act.
  • Representing service provider in sale of business in excess of $55 million including providing all tax advice in transaction.
  • Representing cybersecurity company in sale of its business interests to private equity firm for more than $30 million.
  • Implementing a domestic hedge fund using a series limited liability company that closed with $15.6 million in initial capital.
  • Implementing a $250 million mezzanine fund focused on investments in the franchised food business.
  • Representing a foreign beer manufacturer in its first joint venture with a domestic beer brewery.
  • Advising multiple US subchapter S corporations regarding investments in Canadian business opportunities.
  • Identifying an increase available to a client in the net operating loss limitation of an acquired corporate subsidiary by approximately $2 million annually.
Community Leadership
  • University of South Florida FinTech Advisory Board, Member
  • Community Pregnancy Clinics, Inc., Naples, Florida, Expansion Task Force, Member
  • Boys & Girls Club of Collier County, Florida, Great Futures Campaign, Captain, 2015-2016

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