Michael D. Fernhoff is a partner in the Los Angeles office of Kaye
Scholer, where he practices in the tax area. Mike has substantial
experience in all aspects of federal income tax planning for complex
corporate and real estate transactions, including mergers and
acquisitions, reorganizations, partnerships, joint ventures,
recapitalizations and restructurings. Mike has spent a great deal of
time structuring and implementing international as well as domestic
business transactions.
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Mike is a member of the Los Angeles County and American Bar
Associations, the State Bar of California, the ABA and Los Angeles
County Tax Sections and the International Bar Association. He currently
serves on the USC Tax Institute Planning Committee and the Executive
Committee of the International Law Section of the Los Angeles County
Bar Association.
Mike received his undergraduate education at the University of Wisconsin-Madison (B.B.A. in Accounting and Finance (With Distinction), 1975) and his legal education at the UCLA School of Law (J.D. (Law Review), 1978). In addition, Mike received a post-graduate masters in taxation degree from the New York University School of Law (LLM, 1979).
Mike received his undergraduate education at the University of Wisconsin-Madison (B.B.A. in Accounting and Finance (With Distinction), 1975) and his legal education at the UCLA School of Law (J.D. (Law Review), 1978). In addition, Mike received a post-graduate masters in taxation degree from the New York University School of Law (LLM, 1979).
> Representative Matters (Show All)
provided advice regarding tax-free acquisition of public U.S. corporation by public foreign corporation.
represented sellers of a private aerospace aluminum extrusion business
in a transaction structured as a part-sale/part redemption of certain
unwanted assets.
structured for a private equity fund the acquisition of the assets of a
network access devices and systems business from the consolidated group
of a Fortune 500 company in a manner that permitted favorable
allocations of purchase price and minimized state sales taxes.
represented part-owners of a major Southern California Spanish language
newspaper business in their acquisition of the unowned interest
followed by a part sale/part roll-up into a national Spanish language
newspaper enterprise.
disposition of $150 million U.S. subsidiary of a major Australian
corporation through an initial public offering, including tax planning
for the retention of certain assets.
provided tax advice regarding the structuring of an animated film
studio with offshore facilities and nonresident and resident investors.
structured the acquisition of a Korean company by an Isle of Man
limited liability company with both resident and nonresident investors.
tax planning for the merger of two major Southern California residential real estate brokerage companies.
> Mergers, Acquisitions and Joint Ventures
provided advice regarding tax-free acquisition of public U.S. corporation by public foreign corporation.
structured multiple taxable acquisitions for foreign public company in the defense industry.
structured and implemented disposition of private personal care
products company to a private equity fund, including advice regarding
tax-free rollover of interests of some continuing executives in the
acquired businesses.
sale of private child's clothing and furniture manufacturing business
to a private equity fund, utilizing a complex limited liability company
structure to provide buyer with a step-up in basis while maintaining S
corporation status for the equity retained by sellers.
represented a private equity fund in its acquisition of multinational spa manufacturing and distribution business.
represented sellers of a private aerospace aluminum extrusion business
in a transaction structured as a part-sale/part redemption of certain
unwanted assets.
structured for a private equity fund the acquisition of the assets of a
network access devices and systems business from the consolidated group
of a Fortune 500 company in a manner that permitted favorable
allocations of purchase price and minimized state sales taxes.
represented part-owners of a major Southern California Spanish language
newspaper business in their acquisition of the unowned interest
followed by a part sale/part roll-up into a national Spanish language
newspaper enterprise.
disposition of $150 million U.S. subsidiary of a major Australian
corporation through an initial public offering, including tax planning
for the retention of certain assets.
provided tax advice regarding the structuring of an animated film
studio with offshore facilities and nonresident and resident investors.
structured the acquisition of a Korean company by an Isle of Man
limited liability company with both resident and nonresident investors.
tax planning for the merger of two major Southern California residential real estate brokerage companies.
$24 million acquisition of a western soft drink bottler using a leveraged ESOP.
a tax-free spin-off of unwanted assets followed by a $40 million merger
of a privately held utility into a publicly held utility.
advised, documented, and prepared tax- related sections of offering
materials with respect to the restructuring of U.S. operations of a
Canadian public company followed by a debt offering by the U.S.
subsidiary that was used to retire the foreign parent's debt.
structured and implemented the disposition of a 50% joint venture interest in a major Southern California Spanish language newspaper to a major Southern California newspaper, including international tax aspects and charitable gift-giving.
provided U.S. tax advice, tax consequences section and opinions with regard to the U.S. tax implications of the tax-free combination of two public Canadian companies with U.S. shareholders.
structured the disposition of a minority interest in a major private
equity firm through the acquisition and redemption of certain of its
properties, in order to resolve a shareholder dispute.
advised and reviewed and prepared tax consequences section, with
respect to $75 million european subordinated debt offering by public
U.S. corporation.
provided tax planning in connection with dividend distributions within
a consolidated group in preparation for the disposition of one of its
members.
assisted in the reorganization of two healthcare corporations in preparation of going public.
liquidation of a bankruptcy boutique law firm.
provided tax advice regarding the combination of two pathology clinical laboratory chains.
international tax advice regarding the acquisition of a domestic bank holding company by Taiwanese investors.
> Real Estate Related Transactions
provided a template structure for a Canadian real estate developer to
invest in U.S. real estate through contingent interest loans.
tax advice with respect to the holding and disposition of a
multi-million dollar international hotel and office building
conglomerate.
structured multiple like kind exchanges and REIT related tax-free operating partnership exchanges.
provided tax advice to lenders regarding a restructure of a partnership
loan to provide lender with the economics of a foreclosure without a
taxable event to borrower.
$16 million acquisition and joint venture of undeveloped land in the Santa Monica mountain area for residential development.
provided continuing tax advice to the general partner operator of a
series of syndicated limited partnerships operating a chain of upscale
fast-food restaurants in the Western United States. Handled all
syndication work as well.
developed international tax structure for Taiwanese investors
interested in residential real estate development in the United States.
structured and implemented a joint venture between a major Japanese
construction firm and an Arizona corporation to build and operate a $10
million sports park.
negotiated and provided opinions relating to a south central low-income tax credit housing project.
tax advice regarding the buyout of joint venture interests in a series
of development projects as part of the settlement of disputes between
the partners.
structured a multinational investment in a U.S. commercial real estate development.
> Specialized Industries
Structured and implemented multiple wind power transactions.
provided tax advice for multiple international aircraft lease transactions.
handled all aspects of a direct equity investment by a major Southern California financial institution in a $12 million low- income housing tax credit project.
> Executive and Deferred Compensation
provided tax advice to multiple high-level executives with respect to
structuring equity compensation received in connection with their
compensation packages.
represent a major national employee benefits consulting firm that
implements nonqualified deferred compensation plans for Fortune 1000
companies. Plans have included unique features such as use of employer
stock and 401(k) rollover provisions.
have provided advice with respect to, and have prepared multiple parachute and severance agreements.
prepared and advised with respect to stock option plans, employment agreements and other non-ERISA arrangements.
> Tax Litigation
structured a settlement in a dispute between partners that resulted in
more after tax dollars to the client than would have been obtained had
the client been successful on all causes of action at trial.
settled on favorable terms a lengthy federal tax litigation matter dealing with the deductibility of trademark license payments.
represented a group of investors in the "post office" tax shelter litigation matter.
successfully settled a Franchise Tax Board claim regarding the
taxability of stock options exercised by a nonresident providing
services both in and outside California.
successfully obtained a major refund from the Franchise Tax Board regarding the California "small business stock" exception.
miscellaneous tax shelter litigation matters.
> Miscellaneous
provided income tax advice to the U.S. resident beneficiaries of a
large multi-national estate with respect to the receipt and disposition
of a variety of businesses and assets held throughout the world in
classic international tax structures established for non-U.S. persons.
Provided relinquishment of residency planning in connection with the
overall engagement.
provided in-depth income, estate and gift tax planning for a U.S. citizen expatriating to New Zealand.
dissolution of an estate freeze family limited partnership.
tax advice regarding the work-out of a troubled restaurant conglomerate.
