Representative Experience
Steve counsels a number of private, closely held companies, and represents them in various business transactions to include mergers and acquisitions, corporate finance, corporate reorganizations, recapitalizations, redemptions, product distribution arrangements and licensing. He also structures complex joint ventures, partnerships and strategic alliances. Clients benefit from Steve's experience advising clients on the tax and business implications of deal structure and "choice of entity" features related to the formation, operation and termination of C Corps, S Corps, limited liability companies and partnerships.
Steve's wide range of experience includes counseling clients on corporate governance issues including the duties and responsibilities of boards of directors and corporate executives. He also structures buy-sell agreements for business entities.
Steve has developed equity compensation and deferred compensation plans for key employees, including incentive stock option plans, non-qualified stock options, split dollar life insurance and related employment agreements. He has handled a number of private placement Regulation D securities offerings, including the preparation of confidential disclosure memoranda and other documents for compliance with federal and state securities laws.
A Board Certified Specialist in Estate Planning and Probate Law, Steve works with clients on tax-saving wealth transfer strategies such as business succession planning, family limited partnerships and limited liability companies, generation skipping trusts, charitable lead and remainder trusts, sales to defective grantor trusts, qualified personal residence trusts, grantor retained annuity trusts, various other estate freezing and discount valuation strategies, irrevocable life insurance trusts and related life insurance strategies, asset protection strategies and probate minimization strategies, including the use of funded revocable living trusts.
Steve is listed in North Carolina Super Lawyers (2006-2010) and in Business North Carolina’s Legal Elite (2006, 2010) in the area of Tax and Estate Planning.
Specific Matters
- Represented a client in five private senior note placements and net lease mortgage note placements aggregating $335 million
- Represented clients in other corporate finance transactions, including private placement Regulation D securities offerings and related securities law compliance
- Represented clients in business acquisitions and sales including various types of mergers, spin-offs and other reorganizations
- Represented a client in a two-year transaction involving reorganization and recapitalization of business entities holding a $150 million real estate portfolio
- Represented and counseled clients on ESOP transactions related to business acquisitions
- Counseled clients on complex tax savings strategies for real estate, including like-kind exchanges and condemnation rollover transactions
- Formed and organized corporations, limited liability companies and partnerships, including preparation of buy-sell agreements, other shareholders agreements and joint-venture agreements
- Represented clients in drafting and implementing equity compensation and deferred compensation plans, including incentive stock option agreements and other employment agreements
- Represented clients in negotiating and drafting international product distribution and licensing transactions
- Represented individual clients in estate and tax planning matters
- Represented business owners in business succession planning
- Represented individuals in implementing complex wealth preservation and transfer planning strategies
Professional Activities
- Licensed Certified Public Accountant
- Board Certified Specialist in Estate Planning and Probate Law
- North Carolina Bar Association
- Tax Section Chair (1999-2000)
- Tax Legislative Chair (1996-1998)
- Tax Continuing Education Chair (1995-1996)
- Tax Newsletter Editor (1989-1991)
- Tax Section Nominations Committee (2000 to Present)
- Estate Planning Section
- Business Law Section
- Member, North Carolina Association of Certified Public Accountants
- Member, Wake County Estate Planning Council
- Member, Council for Entrepreneurial Development (CED)
- Speaker on Estate Planning topics for trade and professional groups
- Practice Group Leader, Manning Fulton, Corporate/Tax/Estates Sections
Community Activities
Presentations
- Minimizing Taxes in Relation to the Sale, panelist, ACG seminar on What is Your Business Worth and How Can you Cash In on Its Value?, Sheraton Imperial Hotel, Durham, NC, February 28, 2008
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