Overview

Jim is a partner in the firm's Tax practice group who focuses his practice on tax planning for numerous types of transactions, including mergers and acquisitions, joint ventures, limited liability companies, partnerships, cross-border transactions, private equity, securitizations and various financial transactions. Prospective transactions are domestic and/or international in scope and tax advice covers domestic, international, and state and local tax issues. Jim also works on taxpayer controversies with the IRS and state tax authorities (examinations and appeals).

Prior to joining the firm, Jim was a tax attorney with BP America from 1990 to 1995, an attorney with Jones, Day, Reavis & Pogue from 1987 until 1990, and an accountant with Ernst & Whinney from 1983 until 1984.

Experience
Representative International Tax Projects
  • Advising a U.S. multinational on disposition of a major division with operations in numerous countries.
  • Advised a U.S. multinational on structuring European joint venture with a large Asian multinational.
  • Advising private equity fund on structuring expansion of portfolio company businesses to Central America, South America, and Puerto Rico.
  • Advising European pharmaceutical company on restructuring U.S. operations and on sale of business and licensing rights in IP.
  • Advising U.S. multinational on tax aspects of restructuring Asian operations.
  • Reviewed transfer pricing studies for compliance with the U.S. tax law.
  • Drafted competent authority submission concerning transfer pricing and other cross-border tax issues.
  • Structuring acquisition of a European travel industry company.
  • Advising a publicly held European health industry company on structuring acquisitions of U.S. health companies.
  • Regularly advising foreign persons on tax planning opportunities and compliance requirements of acquiring or investing in U.S. real property, including compliance with the Foreign Investment in Real Property Tax Act (FIRPTA).
  • Regularly advise both U.S. and foreign entities on withholding tax, permanent establishment, limitations on benefits and other tax treaty issues.
  • Advising foreign investors in a going private transaction on structuring acquisition of a U.S. travel industry company.
  • Advising on U.S. tax consequences of cross-border licensing of software to U.S. licensees.
  • Advising various companies on corporate inversion matters.
  • Advising European private equity fund on acquisition of U.S. chemical industry company.
  • Advising European private equity fund on acquisition of U.S. sports industry business.
  • Advising European multinational on acquisitions of U.S. dairy businesses.
  • Structuring of acquisition of U.S. optics company by European multinational.
  • Advised a private company on structuring its new sales operations in India.
  • Regularly advising U.S. persons on controlled foreign corporation, Subpart F and passive foreign investment company matters.
  • Regularly advising U.S. banks on withholding tax matters and potential Subpart F impact of lending to foreign entities.
  • Advising U.S. private equity fund on acquisition of Canada media company.
  • Advising on purchase of European and Far East marketing business.
  • Advising on sale of Australia e-commerce business.
  • Regularly advise foreign investors on tax efficient strategies for structuring start-up U.S. business ventures.
Other Public Company Transactions
  • Advised a publicly held U.S. corporation on structuring partnership joint venture with Fortune 500 multinational.
  • Advised a publicly held chemicals company on consolidation with another publicly held chemicals company.
  • Structuring numerous tax-free reorganizations.
  • Advising on purchase of oil and gas industry company.
  • Advising on divestments of underperforming businesses to realize tax losses and maximize tax benefits.
  • Advising on sale of telecommunications industry business.
  • Advising on sale of railroad industry business.
  • Advised a U.S. multinational on acquisition of multinational chemicals company.
  • Representing a national power company in acquisition of regional power company.
  • Structured acquisition of partnership interest by a U.S. multinational.
  • Advised an Asian multinational on structuring sale of its U.S. business to a European multinational.
  • Advised a publicly held medical supply company on the acquisition of a publicly held foreign company.
  • Advised a publicly held shipping company on the acquisition of mining partnerships.
  • Tax counsel to major U.S. bank on multibillion debt offerings and  more than $500 million auto loan and student loan securitizations.
  • Provided tax advice for IPO of U.S. insurance company.
  • Provided tax advice on tender offers for outstanding debt.
  • Provided tax advice on issuances of convertible debt securities.
  • Provided tax advice on repurchase of convertible contingent notes.
Other Private Company Transactions
  • Advised an investment fund on combining several LLCs in connection with major refinancing of portfolio companies.
  • Advising on sale of cosmetics company.
  • Advising on sale of sports management business.
  • Advising on sale of medical industry business.
  • Advising on sale of software company.
  • Advising on U.S. tax aspects of licensing software, selling software and cloud computing.
  • Advising an investment fund on tax-free Section 332 liquidation of subsidiary corporation into parent.
  • Advising a technology start-up on strategic sale to U.K. company.
  • Advising an investment fund on structuring the acquisition of a labelling business.
  • Advising an investment fund on conversion of a subsidiary corporation to a limited liability company.
  • Advised an investment fund on acquisition of European joint venture.
  • Advising an investment fund on structuring the acquisition of a medical equipment manufacturing company.
  • Advising investment fund on structuring the acquisition of a parts manufacturing business.
  • Advised a privately held pharmaceutical company on a tax-free merger.
  • Advised an investment fund on the acquisition of a surgical instruments company.
  • Advised an investment fund on divestment of portfolio company through a tax-free corporate reorganization.
  • Advising foreign shareholders on structuring sale of U.S. travel industry company.
  • Regularly advise U.S. investors on tax efficient strategies for structuring start-up foreign business ventures.
  • Advising owners of an investment fund on tax efficient strategies for selling equity interests in such fund.
  • Representing a multinational travel industry company on divestment to a European multinational.
  • Advised an investor on technology transfer issues.
  • Advising a physician practice on sale of practice.
  • Regularly advise on acquisitions of S corporations with Section 338(h)(10) elections.
  • Advising S Corporation on tax benefits from a liquidation of an insolvent foreign subsidiary.
  • Advised a privately held company on conversion to S Corporation.
  • Advised S corporations on restructuring in anticipation of sale of business.
  • Regularly advise on acquisitions of LLCs and partnerships to obtain step-up in tax basis of assets.
  • Advised an Internet start-up on sale of company.
  • Advised an investment company on organizing off-shore captive insurance company.
  • Advising an investment fund on divestment of medical company.
  • Structuring a Latin America hedge fund for investment by U.S. investors.
  • Represented U.S. investors in the acquisition of a packaging company.
  • Devising a succession plan for an S Corporation.
Tax Controversy
  • Tax counsel to a Fortune 500 U.S. multinational on federal income tax appeal.
  • Tax counsel to a multinational mining and manufacturing company on federal income tax appeal.
  • Representing a U.S. multinational on IRS audit and appeal.
  • Representing a U.S. multinational on competent authority matter concerning Canada.
  • Represented a business on tax exemption litigation before Ohio Supreme Court.
  • Advised a multinational on Ohio dealer in intangibles tax.
  • Represented a Japanese multinational in Ohio corporation franchise tax audit.
  • Represented a publicly held distribution company in New York corporation franchise tax audit.
Other Matters
  • Structuring workout of insolvent partnership.
  • Regularly advising U.S. companies on captive insurance matters.
  • Advising multinationals on Foreign Account Tax Compliance Act (FATCA) compliance matters.
  • Advising on U.S. tax consequences resulting from foreign individual becoming a U.S. resident alien.
  • Obtained IRS private letter rulings on permitting late filing of dual consolidated loss elections.
  • Obtained IRS private letter ruling for inadvertent loss of S corporation status.
  • Formulating tax minimization and deferral strategies for a closely held U.S. company.
  • Advising on optimal foreign countries for organizing a start-up business.
  • Advising on offering of equity interests in a company trading in emission credits.
  • Advising on tax aspects of investments in life settlements.
  • Regularly advising U.S. multinational on Subpart F matters.
  • Prepared FIN48 analysis for U.S. multinational on net operating loss.
  • Advised a chemicals company on availability of alternative fuel mixture refundable tax credit.
  • Advised a mining company on assumption of environmental liabilities.
Publications
Presentations
  • “Domestic Taxable Mergers and Acquisitions,” Cleveland Tax Executives Institute, 2015
  • “Domestic Tax-Free Mergers and Acquisitions,” Cleveland Tax Executives Institute, 2015
  • “Section 304:  International Implications and Developments,” 2014 Cleveland Tax Institute
  • “Foreign Account Tax Compliance Act Impact on Nonfinancial Companies,” Cleveland Tax Executives Institute, 2013
  • “Debt v. Equity,” 2011 Cleveland Tax Institute
  • "Trends in Tax Controversy", MAPI, 2010
  • "Realizing Tax Savings from Losses," 2009 Cleveland Tax Institute
  • "Tax Issues with Sale of a Business," 2008 Cleveland Tax Institute
  • "Taxable Asset Sales," 2006 Cleveland Tax Institute
  • "Dual Consolidated Losses," Regional TEI Seminar, 2004
  • "Current Tax Shelter Disclosure Treasury Regulations," Cleveland Tax Institute, 2003
  • "Legislation of Ethics," Cleveland State University Graduate Business School, 2003
  • "Sarbanes-Oxley Act," Cleveland Tax Executives Institute, 2002
  • "Sarbanes-Oxley Act," Cincinnati Tax Executives Institute, 2002
  • "Planning Update: Limited Liability Companies," Cleveland Tax Club, 2002
  • "Section 367: Outbound and Inbound Transactions," Cleveland Tax Institute, 2001
  • "Tax Planning with Foreign LLCs," Cleveland Tax Institute, 2000
  • "Tax Planning with Multi-member LLCs," November 1999
  • "Value Added Taxes," Cleveland Tax Institute, 1996
Distinctions
  • Listed in The Best Lawyers in America, 2006 to 2018
  • Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine, 2005 to 2017
Professional and Civic

Professional Associations

  • American Bar Association, Section of Taxation
  • Cleveland Metropolitan Bar Association
  • Tax Club of Cleveland, president (2017-2018)
  • Greater Cleveland International Lawyers Group
  • Lawyers Guild
  • 2007 Cleveland Tax Institute, chair
  • 2006 Cleveland Tax Institute, vice chair
  • Certified public accountant in Ohio

Community Activities

  • Family Transitional Housing Inc., president, 2002 to 2005; trustee, 1998 to present; vice president, 2001 to 2002; treasurer, 1998 to 2001