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Integration of Atlanta Cardiology Group P.C. into Piedmont Heart Institute, a subsidiary of the Piedmont Healthcare System 
Represented Atlanta Cardiology Group P.C. with its integration from a large multi-office cardiology practice into Piedmont Heart more
Strategic acquisition for Equifax, Inc.
Represented Equifax, Inc., one of the United States' largest credit reporting agencies, in its $1.4 billion acquisition of publicly held TALX more
Executive benefits structure for a Fortune 500 fast food operator
Prepared provisions for qualified and non-qualified plans to implement a benefits structure for executives transferring between international and more
Formation of real estate investment funds for real estate investment, development and finance company
Represented a real estate investment, development and finance company in the formation and securities offering of six real estate investment funds. more
Sale of interest in a physician owned cath lab for Atlanta Cardiology Group P.C.
Represented Atlanta Cardiology Group P.C. in the sale of majority interest in a physician owned cath lab to Cardiology Services of America Inc., a more
Sale of pathology laboratory
Represented seller in the sale of pathology laboratory through the sale of shares following spinoff of anatomic laboratory to shareholder. more
Formation of $1.25 billion real estate investment funds for Avanti Properties Group
Representation of Avanti Properties Group in formation of six investment funds totaling $1.25 billion of institutional capital for investment in real  more
Business combination of Certegy Inc. and Fidelity National Information Services Inc.
Represented Certegy Inc., a major publicly held credit card and check verification company, in its $4.5 billion merger with Fidelity National more
Securities, M&A and Tax for James River Coal Co.
Represented James River Coal, an Appalachian coal mining company headquartered in Richmond, Virginia, in its efforts to raise capital for improving more Case Study
Merger of mutual funds company
Represented $100 million mutual fund family and registered investment adviser with merger. more
Formation of venture capital and investment fund for venture capital company
Represented a venture capital company in connection with the formation and securities offering of a real estate investment fund. more
Tax advice for major North American banking corporation's federal and state PACs
Providing tax advice to all of major North American banking corporation's federal and state political action committees. more
Division sale for Goodrich Corporation
Represented Goodrich Corporation, which supplies systems and services to the aerospace and defense markets, in sale of ATS Division to  more
Sale of subsidiary's assets for Blount International Inc.
Represented Blount International Inc., a publicly traded manufacturer of lawn and garden equipment, in the sale of substantially all of the more
Tax issues relating to biodiesel blending and exporting for largest fuel suppliers in the United Kingdom
Represented one of the largest fuel suppliers in the United Kingdom with complex federal and state tax issues related to its biodiesel blending and more
Private placement of real estate opportunity fund for Wells Real Estate
Represent Wells Real Estate in private placement of real estate opportunity fund. more
Acquisition by a national yarn manufacturer
Represented a large, privately owned yarn manufacturer in its acquisition of one of the largest suppliers in the United States and Canada of more
In re Friedman’s, Inc.
Representation of Friedman's Inc. and Crescent Jewelers Inc., a leading U.S. operator of jewelry stores, as lead debtors' counsel in more
In re NetBank Inc.
Represented the creditors' committee and now liquidating supervisor for NetBank Inc. in connection with liquidation of this bank more
IRS challenging a listed transaction for a global manufacturer
Represented a global manufacturer in a case involving a highly controversial “listed transaction” being challenged by the IRS.  The listed more
Tax advice for a major U.S. pension plan
Advised a major U.S. pension plan on tax matters related to its alternative investments in hedge and private equity funds. more
New Mexico audit defense
Developed winning New Mexico Gross Receipts Tax audit position for service provider. more
State residency audits *
Favorably resolved numerous state residency audits involving both domicile and statutory residency. more
Research credit audit in Massachusetts *
Represented taxpayer in Massachusetts research credit audit. more
IRS examinations of 401(k) and other retirement plans
Represented employers with respect to IRS examinations of 401(k) and other types of retirement plans. more
Corporate income tax and bank tax audits in New York *
Resolved numerous significant New York corporate income tax and bank tax audits. more
Georgia Department of Revenue actions
Represented multiple taxpayers in residency and other income tax disputes with the Georgia Department of Revenue. more
Deferred compensation and stock option advice *
Advised taxpayer on state withholding for deferred compensation and stock option payments. more
Washington State tax credit action
Represented corporate taxpayer in challenge by state of Washington over state tax credits. more
Income apportionment for financial institution *
Obtained a favorable Virginia income apportionment ruling for a financial institution. more
North Carolina sales tax action
Represented corporate taxpayer in sales tax dispute before the North Carolina Office of Administrative Hearings. more
Advice regarding state tax credits and incentives *
Reviewed agreements for clients considering state tax credits and incentives. more
Agreement regarding transfer of Brownfield Redevelopments credits *
Drafted agreement for seller to transfer Brownfield Redevelopments credits. more
Sixth Circuit Court of Appeals action on foreign currency contract
Represented taxpayer involving interpretation of “foreign currency contract” under section 1256. Sixth Circuit Court of Appeals found in favor of more
U.S. Tax Court cases involving collection actions
Represented numerous corporate and individual taxpayers in collection actions under sections 6320 and 6330 involving liens and levies. more
Sales tax advice regarding valuable assets *
Advised taxpayers on sales tax issues relating to purchases of aircraft, artwork, and other valuable assets. more
U.S. Tax Court action involving real estate development company
Represented taxpayer on IRS challenge of losses taken on real estate development activities under section 469 and related authorities. more
Advisory opinion regarding New York sales tax *
Obtained a favorable New York advisory opinion concluding taxpayer’s service is not subject to New York sales tax. more
Voluntary disclosure agreements through MTC National Nexus Program *
Obtained voluntary disclosure agreements for several companies through the Multistate Tax Commission’s National Nexus Program. more
Partnership agreement regarding California solar energy credits *
Advised on the structuring of a partnership agreement between a sponsor and recipients of California solar energy credits. more
U.S. Tax Court action on reasonableness of compensation
Represented corporate taxpayer in section 162 reasonable compensation issue paid to executive. more
MTC audit for taxpayer *
Represented taxpayer in a Multistate Tax Commission audit, resolving several individual state tax assessments. more
State audit for online service company *
Represented an online service company in a state audit asserting that the client’s service was subject to sales tax. more
U.S. Tax Court action regarding value of tangible & intangible property of historical figure
Represented taxpayer in IRS challenge of the value of a historical figure’s writings and related intellectual property rights. more
IRS challenge of ESOP
Represented employee stock ownership plan (ESOP) in examination by IRS over qualification of ESOP under section 401 and applicable regulations. more
U.S. Tax Court actions on claims against estates
Represented multiple estates involving IRS challenge of deductibility of claims against the estate under section 2053 and applicable regulations. more
Purchase agreement for buyer of film credits *
Represented buyer of transferable film credits and made revisions to purchase agreement. more
Evaluated incentive packages during headquarters relocation *
Assisted company relocating its headquarters in obtaining the best incentives package between several competing states. more
U.S. Tax Court action on contribution to employee benefits plan
Represented taxpayer against IRS challenge of whether contributions to employee benefits plan were allowable. more
District of Columbia Qualified High Technology Company benefits *
Assisted in determining District of Columbia Qualified High Technology Company benefits eligibility. more
U.S. Tax Court action on built-in-gains tax
Represented corporate taxpayer on IRS challenge of built-in-gains tax liability from conversion of C-corporation to S-corporation. more
IRS Examination of transfer pricing issues
Represented corporate taxpayer in examination by IRS of transfer pricing issues associated with sale of business assets to Irish company. more
Business profits tax assessment for energy company *
Obtained complete concession by New Hampshire for a proposed business profits tax assessment for an energy company. more
California Franchise Tax Board actions
Represented multiple taxpayers in disputes with the Franchise Tax Board, including examinations and collection matters. more
IRS Appeals Office action on back-up withholding liability
Represented large corporate taxpayer on IRS assertion that back-up withholding applied with regards to failure to properly file information returns. more
Multi-state audits for financial institution *
Represented a financial institution in multi-state audits involving proposed assessment of additional corporate income tax based on an “economic more
Illinois unitary/non-unitary audit *
Represented a business taxpayer and favorably resolved an Illinois unitary/non-unitary case. more
Nexus review for technology company *
Performed a nexus review for a technology company and obtained voluntary disclosure agreements in various states. more
U.S. Tax Court action involving CRUT
Represented estate in challenge by IRS of proper taxation associated with formation of charitable remainder unitrust. more
Qui tam cases with New York Attorney General’s Office *
Handled several qui tam whistleblower cases with the New York Attorney General’s Office. more
State audits for taxpayer *
Represented taxpayer in several state audits stemming from the sale and liquidation of a business line. more
Analysis regarding state tax incentives *
Analyzed whether company was engaged in “manufacturing” for purposes of claiming state tax incentives. more
Sales tax advice regarding online services *
Advised taxpayer on the extent to which online services are subject to sales tax in various states. more
New York sales tax case for retailer *
Obtained a highly-favorable settlement for a luxury goods retailer in a New York sales tax case. more
Won closely watched case before the New York Tax Appeals Tribunal *
Argued and won the IT USA, Inc. case before the New York Tax Appeals Tribunal, resulting in complete cancellation of the assessment. more
International tax compliance and disclosure representation for high net wealth individual
Represented high net wealth individual with undisclosed foreign assets on U.S. tax compliance issues, including Foreign Bank Account Reporting and more
Employment Tax dispute for large publicly-held C corporation
Represented large publicly-held corporation against the IRS in an employment tax dispute involving Form 1099 filing and reporting obligations, more
U.S. District Court action challenging IRS summons
Defended national insulation corporation in U.S. District Court against IRS summons enforcement for documents and information in possession of third more
Renewable Energy Tax Structuring
Represent project developers and investors in connection with federal and state tax equity investments. more
Tax advice related to a political organization
Represented a businessman by providing tax advice related to the formation and representation of political organization. more
United Capital Financial Partners
Lead tax advisor for UCFP to structure, implement and maintain an UP-C partnership structure to facilitate tax deferred acquisition of unincorporated  more
Miller Industries Inc. divestiture.
Represented Miller Industries Inc. in its divestiture. more
U.S. District Court action on economic substance of multiple foreign & domestic investments
Represented fund-of-funds in two-week trial involving economic substance of multiple transactions and IRS imposition of accuracy-related penalties. more
U.S. Tax Court action on partnership versus nonpartnership items & jurisdictional issues
Represented multiple taxpayers in connection with challenges by IRS on proposed adjustments to partnership and nonpartnership items. Cases generally more
More than ten Tax Court cases involving valuation of closely-held business
Represented more than ten estates and donors in connection with IRS challenges of the value of a closely-held business interest for estate or gift more
U.S. Tax Court action on estate and generation-skipping taxation of private annuity
Represented estate in connection with IRS challenge of private annuity between deceased-grandfather and grandchildren. Case involved IRS assertion of  more
U.S. Tax Court action on capitalization versus deductibility of costs for large homebuilding business
Represented large home building business in IRS challenge of the current deductibility versus capitalization of certain expenses associated with more
U.S. Tax Court action determining civil income tax liability after criminal conviction on tax charges
Represented executive in civil tax case to determine the income tax liability associated with the executive’s conviction of filing of a false return more
Motion to Compel in U.S. District Court on behalf of hedge fund
Filed Motion to Compel to obtain files of IRS personnel, withheld by the IRS on attorney-client and deliberative process privilege grounds. Court more
U.S. Tax Court action on taxation of real estate professional and related businesses
Represented real estate developer and related real estate businesses against IRS challenge of grouping of real estate activities, material more
U.S. Tax Court action on AMT & qualified plans contribution
Represented taxpayers in IRS challenge of contributions to retirement plan by company and assertion of alternative minimum tax liability. IRS fully more
U.S. Tax Court action on captive insurance issue
Represented corporation in connection with IRS challenge of deductibility of premium payments made to captive insurance company under section 831. more
U.S. District Court action against IRS’ motion to compel tax attorney's files
Defended taxpayer in U.S. District Court against IRS’ motion to compel transactional tax attorney's notes and related files. IRS motion to compel more
U.S. Tax Court action regarding worthlessness of warrants
Represented hedge fund in connection with IRS challenge of losses taken for write-offs/losses for worthlessness of certain securities and other more
U.S. Tax Court action on challenge of purchase price for business interest
Represented large parent LLC and sub-LLCs involving challenge by IRS of purchase price paid for interest in parent LLC and related issues under more
U.S. Tax Court litigation for large closely-held consolidated group of C corporations
Represented consolidated group of corporations in U.S. Tax Court litigation involving the personal holding company tax, accumulated earnings, medical  more
Counsel for International Corporation on the tax implications of expanding operations into the United States
Advised international corporate client regarding expansion into the United States market by providing analysis of the tax consequences of the various  more
U.S. Tax Court conservation easement action for national home-building business and owner
Represented large homebuilder against IRS challenge of multiple conservation easements and other charitable contributions under section 170. more
U.S. Tax Court action on behalf of hedge fund specializing in foreign exchange related investments
In a TEFRA proceeding, represented hedge fund in challenge by IRS on the economic substance of investments and allocation of partnership income and more
U.S. Tax Court action on behalf of corporate executive who received erroneous multiple Form 1099s
Represented corporate executive against IRS’ 'naked' assessment on duplicative Form 1099s under section 61. IRS conceded case before trial. Section more
U.S. Tax Court action on behalf of credit financing company
Represented credit financing company in a TEFRA proceeding in connection with IRS challenge of the company's section 754 “step-up” in basis election more
U.S. Tax Court action on merger issue for insurance company
Represented company against IRS challenge of tax implications of alleged failed tax-deferred “A” merger under section 368, resulting a full more
Represented Defense Industry Client In MACRS Depreciation Dispute *
Drafted protest to IRS Office of Appeals arguing that manufacturing structure was machinery and equipment, and not a building, for purposes of MACRS more
Represented large privately-held consolidated group of C corporations in U.S. Tax Court litigation
Represented large privately-held consolidated group of C corporations in U.S. Tax Court litigation addressing accumulated earnings, personal holding more
State tax litigation for leading furniture rental company
Represented one of the leading furniture rental and rent-to-own companies in the United States in Georgia income tax litigation upholding the tax more
U.S. Tax Court action on behalf of bank involving OREO costs
Represented national-chartered bank in a case of first impression against IRS challenge of the reporting of deductions by the bank of OREO costs more
U.S. District Court action on behalf of transportation company
Represented transportation company in a U.S. District Court jury trial involving the IRS’ challenge of the per diem plan for reimbursing drivers for more
Court of Appeals for Fifth Circuit action on behalf of home-health care agency
Represented three home-health care agencies and their owners in action by the IRS who sought over $250 million in excise taxes referred to as more
U.S. Tax Court action on equity swap/private annuity issue
Represented taxpayer in connection with IRS challenge under section 72 of an exchange of equity swap instrument for a private annuity involving U.S. more
U.S. Tax Court action on reasonable compensation issue
Represented consolidated company in connection with an IRS challenge regarding the deductibility of compensation paid under section 162. The U.S. Tax  more
Tax planning regarding disposition for a global leader in information solutions
Represented a global leader in information solutions in the disposition of a line of business to a partnership in which it became a partner, more
Eleventh Circuit Court of Appeals action on “reasonableness” standard
Represented trucking company in seeking a reversal and remand from a U.S. District Court decision granting IRS motion for summary judgment on issue more
U.S. Tax Court action on behalf of consolidated group of C corporations with multiple business lines
Represented corporation and its subsidiaries in IRS challenge of accumulated earnings, personal holding company status, medical reimbursement plan, more
U.S. Tax Court action on behalf of Estate regarding marital deduction
Represented large estate in connection with an IRS attempt to collect from the estate of a prominent landowner in Georgia and New York by challenging  more
Acquisition of a multinational gasket manufacturer by French private equity company
Represented a French private equity and its portfolio company in the leveraged acquisition from another private equity fund of a U.S. and U.K.-based more
Aaron's, Inc. Acquisition of Progressive Finance Holdings, Inc.
Represented Aaron’s Inc. (NYSE: AAN) in its $700 million acquisition of Progressive Finance Holdings, Inc. Aaron’s is a specialty retailer in the more
Tax-free reorganization representation
The firm served as tax counsel to a provider of check authorization and verification services for merchants and of support that enabled financial more
Tax advice regarding acquisition structures
Provided support to a maker of recovery and towing vehicles in planning and implementing its towing operation acquisition program, including planning  more
Tax advice for a steam- and industrial-grade coal company
Advised a Kentucky and Indiana steam- and industrial-grade coal company on issues related to change of ownership and net operating loss limitations more
Financial planning and preparation of trust
Tax planning and preparation of trust for disabled client upon receipt of a personal injury settlement. more
Airwatch LLC Sale to VM Ware
Lead tax advisor for Airwatch LLC in $1.2B disposition to VMWare, including transaction structure, negotiation of tax issues, and intellectual more
Real estate transaction for Valad Property Group
Successfully represented Valad Property Group in the sale of a property portfolio to the Swedish company Klövern at a net value of SEK 1,055,000,000.  more
Health care organizations
Represents nonprofit organizations whose purpose is to advance the care of individuals with a particular disease. more
Sale of a privately-held ladies intimate apparel manufacturer
Represented a leading privately-held label manufacturer of ladies intimate apparel in the sale to an Israeli-based company. more
Sales tax audit for a non-residential building operator
Successfully represented a  parking facility operations subsidiary of a non-residential building operator in a sales tax audit with the Florida more
State tax structuring advice for wholesale energy marketer
Advised a leading North American wholesale energy marketer regarding the optimal state tax structure for use in connection with a purchase and more
$300 million merger between First Financial Holdings, Inc. and SCBT Financial Corporation
Represented First Financial Holdings, Inc. in a merger with SCBT Financial Corporation. The $300 million transaction combines two of South Carolina’s  more Case Study
Corporate bond offering "reopening" for AGL Resources Inc.
Represented AGL Resources Inc., a Fortune 1000 energy services holding company and parent company of Atlanta Gas Light, in an underwritten more
Major victory in constitutional challenge to excessive business taxes
IMT, Inc. v. City of Lumberton, 740 S.E.2d 478 (N.C. 2013) – Successfully challenged massive privilege license tax increases by a local more
Tax implications for nonprofit organizations
Represent nonprofit organizations providing advice on the tax implications of their actions in a multitude of situations. more
Assisted Pharmaceutical Industry Client With $30 Million Audit Issue *
Drafted memorandum for IRS auditors and IRS Office of Chief Counsel on $30 million legal issue arising from interaction between Foreign Sales more
Hurricane Katrina relief
Provide a variety of services and representation to victims of Hurricane Katrina and the organizations that assist them. Over a dozen firm lawyers more
AT&T Up-C Transaction
Lead tax advisor for AT&T in structuring a disposition of intellectual property and other business assets to a joint venture structured as an more
Tax advice regarding stock sale and asset distribution
Represented a publicly held hotel operation management services company in the sale of its stock, including the tax-efficient distribution to more
Tax and asset protection advice for the world's largest privately held software company
Represented the world's largest privately held software company on a real estate acquisition that included advice related to tax and asset protection  more
Lead Counsel In U.S. District Court Jury Trial *
Represented United States as first chair trial counsel in Naktenis v. United States (D. Conn. 2008), involving whether executive of aircraft parts more
Acquisition by global leader in information solutions of an ownership interest in Russian credit bureau
Represented a global leader in information solutions in the acquisition of an ownership interest in a Russian credit bureau. more
Tax advice for a North Carolina property association
Assisted a North Carolina property association with the resolution of issues related to the organization's tax exempt status with the Internal more
Represented limited liability companies in TEFRA partnership proceedings
Represented limited liability companies in TEFRA partnership proceedings.  The IRS challenged the allocation of gains and losses between the more
Tax advice for a publicly held hotel operation management services company
Represented a publicly held hotel operation management services company by providing tax advice which included analyzing a number of strategic more
Reversal On Appeal Of Bankruptcy Court Order *
Successfully appealed to U.S. District Court, in United States v. King (D. Mass. 2008), from U.S. Bankruptcy Court order denying motion to more
363 bankruptcy acquisition of detention facility
Representation of CGL Management Group in acquiring the Irwin County Detention Center in a 363 sale in a bankruptcy case pending in the Northern more
Healthy building network/unity homes for Hurricane Katrina victims
Working with the Lawyers Committee on Civil Rights Under Law to advise a nonprofit organization that has designed and will produce green modular more
Tax advice for Louisiana-based non-profit
Represented a Louisiana-based non-profit by providing tax advice. more
State tax protest of "cost of performance" apportionment
Represented a provider of check authorization and verification services for merchants and of support that enabled community banks, credit unions, more
Acquisition of International Resource Partners for James River Coal Company
The firm assisted James River Coal Company (James River) in its acquisition of International Resource Partners (IRP) for $515 million in cash. We more Case Study
Bidder for music company in bankruptcy 363 sale
Representation of a bidder for assets in a 363 asset sale in the bankruptcy case of a music company pending in the United more
Customs and tax issues of memorabilia against U.S. Customs and Border Protection
Represented an international company against U.S. Customs and Border Protection’s claim that memorabilia taken from U.S. headquarters and used in more
Continuing legal education programs
Provide continuing legal education programs to lawyers and nonprofit organizations in the areas of tax, employment, corporate, intellectual property more
Tax
Advised clients on tax-related legal matters varying from EIT, IIT, expat benefits to import and duty, as well as assisted with the 698 filing more
Lead counsel for a non-profit healthcare organization
The firm served as lead counsel for a non-profit healthcare organization in the trial of a dispute concerning exemption from ad valorem taxes.  The more
Restructuring and reorganizing business structure for technology company
Represented technology company in connection with restructuring and reorganizing its international business structure. more
Financings for Delta Air Lines
Advised Delta Air Lines as issuer’s counsel in a series of debt security financings totaling $3.5 billion since September 2009, including: $750 more
Purchaser of Wonder Bread in 363 sale in Hostess bankruptcy case
Representation of Flowers Foods in acquiring Wonder Bread and other assets from Hostess Brands a 363 bankruptcy sale. Transaction valued in excess of  more
Tax-free spin-off for Equifax Inc. of payment services business
Represented Equifax Inc., one of the United States' largest credit reporting agencies, in all aspects of benefit plans and executive compensation more
IRS employment tax audit
Successfully represented a life sciences company with respect to an IRS employment tax audit. Our tax and employment teams analyzed our client's use more
Creditors committee and liquidating trust for Amelia Island Plantation
Representation of the Amelia Island Plantation creditors committee and subsequently the liquidating trust. Total liabilities in bankruptcy case more
Filed U.S. Tax Court actions (4) on behalf of shareholders of C-corporation
Filed U.S. Tax Court actions (4) on behalf of shareholders of C-corporation.  IRS asserted qualified dividends from alleged benefits more
Tax advice for an Argentine mortgage bank
Supported an Argentine mortgage bank issuing securities in the U.S., including planning to minimize the risk of the bank being classified as a PFIC more
Acquisitions and restructurings advice to multinational groups
Advised multinational groups on United States inbound acquisitions and restructurings. more
Zodiac Aerospace Acquisitions
Lead tax advisor for Zodiac Aerospace in a series of strategic acquisitions, including advice on issues such as long-term contract accounting, LIFO more
Member Of Multinational’s Trial Team In $42.6 Million Suit *
Member of U.S. Court of Federal Claims trial team asserting food industry client’s $42.6 million tax refund claim. IRS contested claim applying more
Services for education programs for schools and organizations
Represented a wide variety of schools and organizations whose focus is the education of children, ranging from elementary to high school education.  more
Tax advice for a Costa Rican investor related to an acquisition of several corporations
Represented a Costa Rican investor in the acquisition of several corporations and the merger of those entities into foreign corporations owned by the  more
Lead Counsel In U.S. District Court Jury Trial *
Represented United States as first chair trial counsel in Truck-Temp Delivery System, Inc. v. United States (D. Mass. 2009). Jury verdict more
Tax controversy representation
Represented a privately held company in tax litigation involving a “rent-strip” computer leasing transaction. more
Venture capital and investment fund matters for Wells Real Estate
Represent Wells Real Estate in venture capital and investment fund matters. more

*Experience gained by attorney prior to joining Kilpatrick Townsend

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