Practice Areas
Industries
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
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.
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
Certifications
Certified Public Accountant, Michigan
Professional Affiliations
American Bar Association, Taxation Section
Michigan Association of Certified Public Accountants
State Bar of Michigan, Taxation Section
Community Involvement
Detroit Regional Chamber, Leadership Detroit, Class XLI
St. Joseph Catholic Church, Finance Committee
Wayne State University Law School, adjunct professor
Youth sports coach: baseball, basketball, flag football
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