Taxation, Business, and Estate Planning


Mergers & Acquisitions - Taxation

     Wayne has represented numerous business owners and companies in the sale of substantially all stock or assets of the company to strategic buyers, private equity-owned portfolio companies and public acquirers.  In addition Wayne has represented sellers and companies in private equity recapitalization transactions.  From the LOI stage to closing, Wayne is well-versed in the tex, financial, deal and transactional elements of mergers and acquisitions of closely-held companies.  Wayne also provides investment banking, arranging and negotiating financing and matching exit-minded business owners with acquisition private equity funds.

Advisor to Closely-Held Businesses

     From start-up to acquisitions, through ownership changes to the final exit, Wayne has advised many business owners over the years. Choice of entity (or multiple entities) has complex and very important effects on control, management and taxation. Wayne helps business owners and their CPA’s work through the issues to establish a comprehensive business structure, compensation and tax plan with a view to meeting operational, management and control goals, while minimizing losses to taxation and tax traps. Wayne has experience with alternative business structures and transitions and conversions to different structures including C-corporations, S-corporations, partnerships and limited partnerships, LLC’s and trusts, and dealing with the tax and other legal aspects of forming and changing business structures.

Legal, Taxation, Financial

     Federal and state taxation are always significant elements of the total financial results to owners of closely-held businesses. What is left after taxes may override price and other benefits, especially in the complex web of federal and state taxation of companies and the owners. From tax management of ongoing operations to mergers and acquisitions, Wayne’s experience and tax expertise can help avoid tax traps, and depending on circumstances, provide significant tax-advantages through planning and business structure choices.

Exit Strategies & Sale of Business

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Private Equity

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     In addition to representing businesses and sellers, or the management team in establishing and selling to an ESOP, Wayne represents ESOP trustees as counsel to the trustee, and often acts as an independent trustee for the ESOP in acquisitions of company stock by the ESOP,  and sales of  the ESOP-owned company. Wayne’s experience in these varied, often complex ESOP transactions provides insight, creativity, and a problem-solving approach to getting transactions accomplished in reasonable time frames and budgets, using a team approach with clients, parties, financial advisors, lenders, accountants, other lawyers and professionals.


     Wayne also represents  business owners and other taxpayers in tax disputes with the IRS, including audit examination, appeals, and tax litigation.

Estate Planning

     Wayne also provides estate planning and probate services for clients.

Business Organization and Structure

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Management, Taxation, Control, Owner Relations

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