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Overview

Tax and Corporate Attorney

Steve is a member of Varnum's Tax Practice Team. He has substantial experience in federal, state and local taxation, in both planning and controversy. Steve previously held positions at both a large international accounting firm and the IRS Office of Chief Counsel. During his 12-year career with the IRS, Steve served as a Special Trial Attorney, handling large business tax cases of national significance. Prior to that, he was a Senior Attorney, advising IRS auditors, managers and executives on domestic and international issues, as well as tax procedure.  As a CPA in the accounting firm, Steve provided compliance (federal, state and local), consulting and controversy services.  He also has a background in sales, use and personal property taxes. 

Steve has extensive experience in the entire tax process, from audit inception through the appeals process and litigation. His technical experience spans corporate (both C and S corporations), partnership and individual taxpayer issues at the federal, state and local level.  He also has experience in international taxation, including transfer pricing and inversions, as well as the judicial doctrines.

Steve is also a member of Varnum's Business and Corporate Services Team, advising both startups and mature businesses on issues including acquisitions, sales, mergers, succession planning, private equity and financing.

For more information, please contact Steve Cappellino at 313/481-7334 or sgcappellino@varnumlaw.com

Experience

Experience

Advised client pertaining to structuring of $120 million sale of assets from S Corp with integration of rollover interests

Structuring of tax-free freeze-out merger of minority shareholders

Advise client on tax implications of sale of $50 million business utilizing F Reorg and subsequent sale of converted LLC interests

Advise on structuring of $100 million sale of business by potentially utilizing section 338(h)(10) or 336(e) elections

Advise pertaining to structuring sale of $32 million business as stock or asset sale

Advice to client pertaining to structuring and tax implications of sale of subsidiary

Advised client on conversion of partnership to C Corporation in preparation for acquisition by Cayman Island entity

Advise on tax implications and creation of domestic subsidiary for U.S. operations for Dutch parent company

Advice pertaining to the tax implications of conversion of business from S Corp to LLC, and subsequent sale of business for $5.5 million.

Advise client as to eligibility issues with S Corporation shareholder

Tax advice pertaining to consolidation of legal structure, including domestic and foreign entities

Advice on tax implications and creation of domestic subsidiary for U.S. operations for German parent and related transfer pricing considerations

Advise client on allocation of recourse and non-recourse liabilities to partnership members

Advice pertaining to section 704(c) built-in gain rules on the sale of appreciated assets

Advice to client on qualifying for section 1202 gain exclusion for sale of stock

Advice to client on tax implications of converting disregarded entity to partnership with new members for rollover transaction

Advised client on whether to make section 83(b) election with respect to restricted stock received

Advice pertaining to tax sharing agreement and creation of agreement

Advised client on tax implications of distributions received from real estate partnership

Advised client on whether transaction qualifies for section 1031 treatment

Advise client of taxability of IRA distribution and representation in litigation

Assist client with compliance with FBAR and foreign asset filings

Advice regarding application of judicial doctrines and section 7701(o) to securitization transaction

Advise to client on whether workers considered employees or independent contractors

Advise client on whether income was capital or ordinary in conjunction with real estate development

Advise foundation regarding audit adjustments under section 4941 and abatement of penalties

Advise client on net operating losses and the application of section 382 limitations

Advice to client on tax implications of issuing new preferred stock with different attributes to replace old preferred stock

Advise client on revoking a termination of an S Corp election

Advise client regarding change in residency to Florida and whether sale of business subject to Michigan income tax

Advise client regarding unemployment tax implications with respect to business sale transaction

Advise client with respect to tax return preparer penalties

Leadership

Professional Affiliations

American Bar Association, Taxation Section

Michigan Association of Certified Public Accountants

State Bar of Michigan, Taxation Section

Community Involvement

St. Joseph Catholic Church, Finance Committee

Wayne State University Law School, adjunct professor

Youth sports coach: baseball, basketball, flag football

News & Publications

Presentations

Wayne State University Law School: Tax Policy Seminar on Abusive Domestic and Cross-Border Tax Strategies and Importance of Congressional Oversight, Fall 2015; Tax Research Overview for Business Planning students, Fall 2012

Certifications

Certifications

Certified Public Accountant, Michigan

Education

Georgetown University Law Center
Washington, D.C.
LL.M., Taxation, 2004

Wayne State University Law School
Detroit, Michigan
J.D., 2003

Miami University
Oxford, Ohio
B.S., Business, Accounting and Finance, 1995

Bar Admissions

  • Michigan

Court Admissions

  • All Michigan state courts
  • United States Tax Court
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