Jeffrey C. Rambach

RELEVANT EXPERIENCE

Jeff has previously been a partner at Nixon Peabody LLP and several other Chicago, national and Oklahoma-based law firms.   He has significant transactional tax experience in all types of taxable and non-taxable transactions including individuals, corporations, partnerships, LLCs, domestic and cross-border, international and state and local tax, tax credits, including Historic, Low Income Housing, and Energy, Qualified Opportunity Zone funds, tax-exempt and not- for-profit organizations, natural resources (oil and gas) taxation, M&A, joint venture formation, REITS, tax opinions, private equity, venture and hedge fund formation, private placements, wealth transfer planning/trusts and estates, premarital planning, asset protection planning, business succession planning, ESOPs, 1031s, DSTs, healthcare related contracts and transactions, executive compensation- stock options, profits interests,  qualified and non-qualified employee benefits. He has also represented and advised numerous restaurant and car rental business franchisors and franchisees on various tax and business issues.

REPRESENTATIVE MATTERS

Recent matters that Jeff has been involved in include serving as tax and corporate counsel in numerous business acquisition and divestiture transactions, including tax-deferred roll-over of management equity, tax-free reorganizations, mergers, private equity fund, real estate fund and venture fund formations and investments, Section 1202 Qualified Small Business Stock, design of various profits interests and other equity incentive plans, private placements for Qualified Opportunity Zone Funds, representation of high-net-worth families, business owners and individuals on wealth transfer planning and business succession planning, 1031 transactions, ESOPs, and Historical Rehabilitation Tax Credit transactions. Other matters include:

• Regularly serve as tax counsel on merger and acquisitions, entity planning, structuring and formation and partnership tax matters.
• Advised business owners on numerous matters relating to Section 1202 QSBS.
• Structure equity compensation incentive plans and profits interests plans.
• Represented tax-equity investors and developers in transactions qualifying for the Low-Income Housing Tax Credit and Historical Rehabilitation Tax Credit.
• Tax Counsel in transactions involving the implementation of ESOPs.
• Represented clients successfully applying for participation in the IRS’s Offshore Voluntary Disclosure Program and in successfully negotiating favorable voluntary disclosure agreements.
• Advised clients regarding various state income, franchise, and sales and use taxation, including preparing and securing ruling letters regarding the exemption from applicable state and applicable county sales and use tax.
• Represented U.S. organized tax-exempt entity with worldwide activities on tax matters, including tax issues relevant to individuals operating the entity.
• Acted as tax counsel or corporate counsel in a number of private placements of investments in real estate.
• Advised corporate clients and other attorneys on the federal income tax consequences of reorganizations in bankruptcy.
• Reviewed proposed litigation settlements as to state and federal tax consequences.
• Advised NYSE companies on various state income and franchise tax consequences of acquisitions.
• Periodically serve as local counsel to a number of out-of-state businesses in advising them on a broad array of matters including state and local economic incentives, acquisitions, contractual and state and local tax planning matters.
• Extensive experience in sophisticated gift, estate and income tax planning and in charitable planning. for corporate executives, business owners and entrepreneurs, those with inherited wealth, academics, physicians and health care professionals.
• Regularly provide advice on business and corporate planning, federal taxation and estate planning to businesses, families and private clients including advice on sophisticated taxation issues designed to minimize income and estate taxes, protect assets and preserve wealth.
• Advised individual clients in estate and gift tax planning. particularly with regard to interests in closely-held business entities.
• Planned substantial estate transferring oil and gas properties, ranches, LLC interests and S corporation stock to family LLC and selling value discounted
  LLC interests to defective grantor dynasty trust.