• Organization and formation of sophisticated business entities, as well as series and classes thereof, in jurisdictions across the country, including LLCs, L3Cs, GPs, LLPs, LPs, LLLPs, business corporations, nonprofit corporations, public benefit corporations, co-ops, business trusts and unincorporated associations
• Litigation matters involving business entities, such as breach of fiduciary duty claims, general governance issues and merger and sale disputes, and serves as an expert witness in business entity disputes
• Vice-Chair of the American Bar Association Business Law Section’s LLCs, Partnerships and Unincorporated Entities Committee
• Member of the Alabama Law Institute Business Entities Committee, which is responsible for drafting and maintaining all of the business entity statutes in Alabama

• Partnership tax planning, including private
  equity funds
• C Corporations and S Corporations
• Disregarded entities
• Other structures including joint ventures, REITs,
  and cooperatives

• Formation and applications for tax-exempt
  status including:
• IRC § 501(c)(3) (charitable, etc. entities)
• IRC § 501(c)(4) (social welfare organizations)
• IRC § 501(c)(6) (chambers of commerce)
• IRC § 501(c)(7) (clubs)
• IRC § 527 (political action committees)
• Operational issues including public charities,
   private foundations and supporting
   organizations

• High dollar net worth estate tax and income
  tax planning for families, family offices and
  family businesses
• Drafting wills, trusts, ante and post-nuptial
  agreements
• Business succession planning regarding
  transition of family LLCs, partnerships and
  corporations
• Trust reformations and probate controversies
• Conservatorships and Guardianships

• Representing franchisors
             • Drafting Franchise Disclosure                                   Documents (“FDDs”)
             • Drafting Franchise Agreements
             • Registering FDDs in every franchise
               registration state
             • Financial representations and offerings
               and terminations
             • Litigation involving franchises and
               business opportunities
• Representing franchisees
             • Reviewing FDDs and Franchise
               Agreements
             • Franchise acquisitions
             • Litigation involving franchises and
               business opportunities.
            • Litigation involving franchises

• State law and tax structures
• Purchase price allocations of consideration in
  tax efficient manner regarding assets
• Tax free reorganizations under IRC §368
• 1031 exchanges including direct, and three
  party exchanges involving qualified
  intermediaries and qualified accommodating
  owners
• Timber tax transactions
• Conservation easements

• Compensation and deferred compensation
  planning including IRC §83 and IRC§409
• Structuring profits and capital interests in
  entities taxed as partnerships
• Incentive stock option, non-qualified stock
  options, phantom stock, SARs, and
  other compensatory equity grants
• ESOPs

• Inbound and outbound transactions
• Transfer pricing
• Disclosures of foreign accounts to the IRS and
  to FinCen including filing FinCen Form 114
• Structuring of domestic entities for foreign
  clients
• Structuring of foreign entities for domestic
  clients
• Offshore Voluntary Disclosure Program advice
• Withholding and bilateral tax treaty issues.

• Federal and state New Markets Tax Credits
• Historic Tax Credits
• State and local incentive and tax credit
  programs
• Tax issues and tax opinions regarding taxable
  and tax-exempt bonds.

• Federal
           • Income tax controversies from audit to
             Appeals to Tax Court and federal court
           • Offers in compromise and innocent
             spouse claims
          • Excise tax
• State and Local
          • Income tax
          • Sales and use tax
          • Ad valorem tax
          • Excise tax

• Legal opinions
• Tax opinions