Frost Brown Todd Tax

Frost Brown Todd Tax Law Frost Brown Todd’s (FBT’s) tax practice offers clients advice and assistance in a wide range of international, federal, state and local tax matters, from transactional and operational issues to dispute resolution with taxing authorities in administrative and judicial forums, as well as tax and economic incentives matters.

With decades of hands-on experience, our attorneys possess deep understanding of income and other tax laws and have a firm commitment to staying abreast of the frequently changing laws, regulations, rulings and judicial decisions that govern our tax system. We thrive on assisting our clients in planning circumstances. This combination allows us to assure that our clients pay the correct amount of tax while retaining amounts that rightfully belong to them.

+ TAX & ECONOMIC INCENTIVES State and Local Tax (SALT) PROFESSIONALS 30 There are very few areas in the law that can affect the bottom-line like state Our team knows how tax and revenue departments work from the inside, with and local taxes. FBT is well positioned some of our team members coming from governmental positions before entering to counsel businesses on SALT matters private practice. In addition, our team partners with CivicPoint, a subsidiary of and incentives based projects. We have FBT. CivicPoint is a full-service public affairs firm that allows businesses, trade a team of tax professionals with the associations, and non-governmental organizations to work successfully in conjunction experience and relationships necessary with state and local governments in Ohio, Kentucky, Tennessee, Indiana and West to look beyond a simple problem Virginia. CivicPoint provides clients with the services and confidence to support all analysis—offering our clients creative aspects of government relations, from launching major initiatives to procurement and and innovative solutions to match executive branch lobbying, to strategic public affairs counsel. specific business situations. Finally, we often work with a client’s existing advisors, including legal, accounting and financial advisors and in-house personnel to make sure that matters are handled seamlessly, efficiently and with minimal business interruption.

SALT »» Represented hundreds of business taxpayers in countless forums in »» Represented a publicly traded taxpayer in a significant tax refund dispute SALT controversies. concerning the Ohio CAT (Commercial Activities Tax) and how same applies to drop shipped or third-party intermediary related transactions. »» Advised clients on wide range of tax credits for various types of taxes. »» Favorably resolved several multiyear tangible personal property tax »» Established foreign trade zone for manufacturing facilities and disputes, audits, protests and court cases, related to taxpayers’ utilization warehouse/distribution centers to lower property tax liability. of non-traditional or alternative valuation methods versus the standard, less favorable depreciation based concepts utilized by the State. »» Obtained rulings from State and Local Governments on multiple areas of law, including to allow taxpayers use of alternative apportionment formula »» Represented a publicly traded, automotive industry taxpayer in a for corporation income tax purposes. significant sales and use tax dispute/protest concerning an amount at issue in excess of $32M, a dispute which addressed a multitude of »» Structured and obtained recycling income tax credits for OEMs and issues traditionally facing production and manufacturing-type industries. Tier suppliers. »» Represented several manufacturing taxpayers in high-dollar energy »» Represented a national food products company in structuring and related sales tax disputes. documenting local tax benefits for a major expansion of its West Coast operation.

Economic Incentives »» Secured one of the largest per-job economic incentives packages ever »» Represented a major middle market company in securing local tax awarded in Kentucky for a manufacturing taxpayer reinvesting in its abatements and state job training grant and other tax credits for an ice- Kentucky plant; additionally, secured a Ruling from the Department of cream processing facility in a mountain state. Revenue to enable maximum utilization of credits by allowing the credits to flow to taxpayer’s parent corporation. »» Represented a Fortune 100 company in reviewing and providing legal advice to avert the assessment of tax penalties related to non-compliance »» Represented a Fortune 50 company in securing tax abatements for a web with an enterprise zone agreement in a Midwestern state. hosting facility through a taxable bond issue in a central state. »» Represented a major national association bank to secure TIF bond financing »» Represented a national securities brokerage firm in securing property tax and state incentives for development of a major data processing facility on abatements through a taxable bond issue and structuring the transaction to a brownfield site in a western state. accommodate off-balance sheet financing, in addition to job training grants for a national operation center in a central state.

Tax Disputes »» Tax controversy and litigation support in SALT matters ranging from sales »» Our Federal Tax Controversy and Litigation practice is equally deep and tax to tobacco tax, and all areas in between, at all administrative levels and broad, involving us in matters at the IRS and other federal agencies, and on judicial levels in our footprint. into the Federal Court System, including the U.S. Tax Court.

Tax Planning »» Structured mergers, acquisitions and divestitures to optimize federal »» Day-to-day counseling on SALT matters and questions for businesses, from income tax benefits from both the purchaser and seller prospective. Fortune 10 to “mom and pop.”

Mark F. Sommer Joseph L. Ardery Jennifer Y. Barber J. Christopher Coffman Jeffrey S. Dible Team Leader & Member Member Member Member Member [email protected] [email protected] [email protected] [email protected] [email protected] 502.779.8150 502.568.0272 502.779.8154 502.568.0373 317.237.3811

Scott W. Dolson Samuel G. Graber Jeremy A. Hayden Martin E. Mooney Daniel G. Mudd Member Member Member Member Member [email protected] [email protected] [email protected] [email protected] [email protected] 502.568.0203 502.568.0248 513.651.6912 513.651.6979 502.779.8148

Daniel P. Novakov Douglas D. Thomson Robert C. Webb Benjamin W. Hager Joseph D. Stewart-Pirone Member Member Member Managing Associate Senior Associate [email protected] [email protected] [email protected] [email protected] [email protected] 214.580.5840 513.651.6935 502.568.0313 513.651.6847 513.651.6425

Nathan S. Harris Rachael High Chamberlain Nelson D. Rodes Ljubomir Nacev Lisa M. Schultz Senior Associate Associate Associate Attorney Sr. Tax Professional [email protected] [email protected] [email protected] [email protected] [email protected] 615.251.5578 859.244.3249 502.779.8716 513.651.6932 502.779.8145

Jeremy Hayden - FBT Member Mergers & Acquisitions … State Tax Planning, Traps and Recent Developments Tuesday, January 23, 2018 | 4:15 p.m. to 5:15 p.m. State tax aspects. Planning & structuring M&A transactions (post-Corrigan; Ohio Small Business Deduction). Transactional tax & income tax consequences and transactional traps to avoid. Practical due diligence and best practices. Recent developments in business & non-business income.

Mark Sommer - FBT Tax Team Leader & Member VDAs, Amnesty Programs, Offers in Compromise and Back Channel Efforts – The Best Tool to Move Forward Is? Wednesday, January 24, 2018 | 2:00 p.m. to 3:00 p.m. When you discover a problem, determining the best path forward is the key. Which path is better given the circumstances? Identification of all the leading solutions and which tool to use in any given situation will be covered.

Chris Coffman - FBT Member Ethics & Professionalism for State Tax Professionals – For Your Eyes Only: Understanding Privileges & Protections in State Tax Practice Wednesday, January 24, 2018 | 3:15 p.m. to 4:15 p.m. Insights into relevant privileges & protections in state tax practice and tax controversy setting. Understanding the attorney-client privilege in the corporate setting, including dual purpose communications that contain both legal and general business advice. Understanding the work product doctrine, including the “anticipation of litigation” standard and application to internal tax workpapers. Discussion of the derivative privilege under a Kovel arrangement and limited federal tax practitioner-client and state accountant-client statutory privileges and protections. Potential attacks to claims of privilege and protection.

INDIANA Indianapolis THE FIRM KENTUCKY Florence Lexington Louisville at a glance OHIO Cincinnati Frost Brown Todd (FBT) is a full-service law firm with Columbus offices in Indiana, Kentucky, Ohio, Pennsylvania, Tennessee, West Chester Texas, Virginia and West Virginia. With more than 500 PENNSYLVANIA lawyers across our eight-state footprint, FBT offers a Pittsburgh deep, talented roster of legal professionals. Our services TENNESSEE extend beyond our footprint, as we have attorneys licensed Nashville to practice law in 25 states and the District of Columbia. TEXAS Our attorneys serve a diverse client base, from global Dallas multinationals to small, entrepreneurial companies. We VIRGINIA integrate a powerful network of legal talent and business Ashland (Richmond Area) experience to provide our clients with innovative and WEST VIRGINIA comprehensive services. Charleston