David M. Thoms

David M. Thoms

Practice Areas

Industries

Education

Wayne State University
Detroit, Michigan
LL.M.

University of Detroit Mercy School of Law
Detroit, Michigan
J.D.

Wayne State University
Detroit, Michigan
M.U.P.

Kalamazoo College
Kalamazoo, Michigan
B.A.

Bar Admissions

Michigan

New York

U.S. Federal in Michigan

Court Admissions

All Michigan state courts

U.S. District Court, Eastern District of Michigan

Languages

French

Estate Planning Attorney

David provides sophisticated counsel to individuals, families and businesses on gift and estate planning needs, wealth transfer issues and business succession planning. Further, he works closely with non-profit organizations in regard to function, compliance and governance tax, as well as gift and grant programs. In addition to his law degree, he holds a degree in taxation and he frequently advises on economic development incentives, commercial real estate finance and tax planning. He is a sought-after presenter on issues related to estate planning, charitable giving and governance of nonprofit organizations, including family foundations.

David is the recipient of numerous recognitions and awards, including the Vanguard Award from the Nonprofit Organizations Committee of the American Bar Association. He is an accredited estate planner by the National Association of Estate Planners and Councils.

Honors and Recognitions

American Bar Association, Vanguard Award for distinguished lifetime achievement in the nonprofit sector, 2019

Best Lawyers in America® since 2005

Best Lawyers in America® Lawyer of the Year, Nonprofit/Charities Law, Detroit, 2015

DBusiness® Top Lawyer, Nonprofit/Charities, Trusts and Estates and Tax Law, since 2010

HOUR Detroit and DBusiness®, Five Star Professional Wealth Manager since 2010

Leading Lawyers: Closely & Privately Held Business Law; Trust, Will & Estate Planning Law

Martindale-Hubbell, AV Preeminent Peer Review Rated

Michigan Super Lawyers®, 2006 – 2008

National Association of Estate Planners and Councils, accredited estate planner since 2018

Who’s Who in America and American Law, Lifetime Achievement Award

Professional Affiliations

American Bar Association: Charitable Trust Committee, Tax and Corporate Sections, past chairman; Nonprofit Organization Committee

American Planning Association

Detroit Bar Association, Probate Committee

Estate Planning Council of New York City, Inc.

Estate Planning Council of Western Michigan

Greenleaf Trust, Board of Trustees

Kalamazoo County Bar Association, Probate Section

Michigan Association of Planners

New York State Bar: Tax Section; Trusts and Estates Section

Oakland County Bar Association, Probate Section

Oakland County Bar Association Foundation, fellow

Planned Giving Roundtable of Detroit

State Bar of Michigan: Corporate Section; Environmental Law Section; Probate and Estate Planning Section; Real Property Section; Tax Section

The Financial and Estate Planning Council of Metropolitan Detroit, Inc.: president, 2016; vice president, 2015 – 2016; director, 2011 – 2018; secretary/treasurer, 2014 – 2016

Community Involvement

Alliance Française de Grosse Pointe: past director; past president; past treasurer

Alliance Française USA, Inc.: past president, past treasurer

American Society of the French Academics Palms: Board member, 2008 – 2013; past treasurer

American Red Cross

Children’s Hospital Foundation of Michigan, Planned Giving Advisory Committee

Detroit Chamber Music Society, Advisory Council

Detroit Institute of the Arts: Tannahill Planned Giving Advisory Committee, 2008 – present; Visiting Committee for European Sculpture and Decorative Arts, 2014 – present; past treasurer

Detroit Regional Chamber, Leadership Detroit, Class XI

Detroit Symphony Orchestra: past board member; Annual Fund, chairman; Planned Giving Advisory Committee, founder; governing member, 2015 – 2020

Ford Health System, Planned Giving Advisory Committee, 2010 – 2016

French-American Foundation, board, 2013 – present

The Hillwood Museum, International Committee, 2009 – present

Kalamazoo College: past board member; Admissions Committee, chairman; Executive Committee, past member; Planned Giving Advisory Committee, founding chairman

Kalamazoo Institute of Arts, board, 2017 – present

Kalamazoo Symphony Orchestra, board, 2021 – present 

Madonna University: past adjunct professor; board, 2013 – 2017

Salvation Army of Metropolitan Detroit: Advisory Board; Army of Stars Award, Shield of Service Award, 1988; board  member, past chair; Creating Impact Gold Ribbon Committee; Eastern Michigan Division, 2011 William Booth Award; Property Committee, chair

Wayne State University, Planned Giving Advisory Committee

Presentations

Michigan Council of Foundations, Family Foundation Retreat, “Refresh the Governance, Include the Next Gen,” June 2019

Western Michigan Stryker School of Medicine, Innovation Lunch-and-Learn Series, “The Important Role of Business Boards: Strategic Considerations Regarding Directors vs. Advisors and Oversight Opportunities,” May 2019

Henry Ford Health System, “Planned Giving Technique, Keep the Institution Healthy,” October 2015

Michigan Association of Certified Financial Planners, “Not for Profit Law in Michigan, Formation and Exemption Qualifications,” September 2015

Children’s Hospital Foundation of Michigan, “Planned Giving, a Primer,” October 2014

Federation of Alliances Francaises USA, “Yes, Planned Giving Can Work for Smaller Charities: Be Methodic and Be Patient,” October 2014

Michigan Association of Certified Public Accountants, “Form 990: Making it Picture Perfect & Helping the Board of Directors and Other Users Understand the Story Behind the Numbers,” moderator, June 2012

New York University, Summer Tax Institute, 52nd Institute, past lecturer

William L. Thompson

William L. Thompson

Practice Areas

Industries

Clerkships

United States District Court for the Eastern District of Michigan, Honorable Sean F. Cox

Education

Wayne State University Law School
Detroit, Michigan
J.D., 2015

Wayne State University School of Business Administration
Detroit, Michigan
B.S., Finance, 2012

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

Litigation Attorney

Will is a partner on Varnum’s Litigation Team. His practice is primarily focused on complex commercial, tax, and insolvency litigation as well as white-collar defense. He assists clients with a wide variety of commercial litigation issues, ranging from standard breach of contract claims to complex ERISA fraud claims.

Will also has substantial experience litigating civil and criminal tax issues, specifically, cases that arise under the Michigan Tobacco Products Tax Act (TPTA) or marijuana regulations. Within his first year of practice, Will successfully tried a seven day criminal jury trial involving three felony charges under the TPTA. Ultimately the jury returned a verdict of not guilty on all counts. Since that time, Will has gone on to try many criminal and civil cases and has significant first-chair trial experience.

To balance out his practice, Will also assists in many debtor/creditor rights cases and bankruptcy proceedings. Will has represented numerous Chapter 7 filers and an unsecured creditors committee in a midsize Chapter 11 case. He also routinely files motions and adversary proceedings, representing parties-in-interest in different solvency proceedings.

Prior to his employment at Varnum, Will served as a judicial intern for the Honorable Sean F. Cox of the U.S. District Court for the Eastern District of Michigan. This experience gave Will valuable insight into effective litigation techniques. In addition, Will was a member of DTE Energy’s Renewable Energy Projects team as a real estate analyst and served with the United States Marine Corps as a staff sergeant, enduring multiple combat deployments.

Experience

Part of the litigation team that has represented over 200 companies in lawsuits against Blue Cross Blue Shield of Michigan for charging hidden fees in violation of ERISA.

Obtained a not guilty verdict after a week-long jury trial for a three-count felony violation of the Michigan Tobacco Products Tax Act. Has also obtained favorable results in various other TPTA cases.

Litigated a bench trial before the Michigan Tax Tribunal involving issues pertaining to a company’s staffing deductions from its modified gross receipts.

Represented numerous small businesses in breach of contract claims and collection efforts.

Represented and advised individuals who have filed for Chapter 7 bankruptcy and ultimately received a full discharge from the bankruptcy court.

Represented an unsecured creditors committee in a midsize auto industry Chapter 11 bankruptcy where the combined efforts of Varnum’s attorneys preserved the committee’s rights and added over $300,000 in distributions from the debtor’s estate.

Professional Affiliations

Detroit Bar Association, Board of Directors; former Debtor & Creditor Rights Section (Secretary)

Detroit Veterans Bar Association, Board of Directors

Turnaround Management Association – Detroit

Macomb County Veteran’s Treatment Court, Program Mentor

Community Involvement

Blue Water Sportsman’s Association, former member (Board of Directors)

Detroit Athletic Club, former member (Fitness Club Committee, Board secretary)

Grosse Pointe Woods Foundation, former member (Board secretary)

Military Experience

United States Marine Corps, 2nd Amphibious Reconnaissance Battalion, 2nd Marine Division
Camp Lejeune, North Carolina

Fallujah, Iraq – 2006

Garmsir, Afghanistan – 2008

Eric M. Nemeth

Eric M. Nemeth

Practice Areas

Education

Wayne State University
Detroit, Michigan
LL.M., Taxation, 1997

Michigan State University College of Law
Detroit, Michigan
J.D., cum laude, 1989

University of Michigan
Dearborn, Michigan
B.A., Economics, Political Science, 1985

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States Court of Appeals for the Sixth Circuit

United States Court of Federal Claims

United States District Court for the Eastern District of Michigan

United States District Court for the Western District of Michigan

United States Supreme Court

United States Tax Court

Play Video

Tax Attorney

Eric is a partner and leads the firm’s Tax Planning, Compliance and Litigation Practice Team. He has extensive experience in tax law with a focus on all aspects of related civil and criminal law, as well as complex financial investigative and litigation matters.

Through a collaborative and proactive process he has achieved exceptional results, including multiple discontinued or “dropped” investigations, litigation victories and, where appropriate, effective sentencing advocacy resulting in multiple occasions of greatly reduced sentences or no jail time for his clients.

The ability to organize and plan a highly technical or complex defense to an investigation also enables Eric to conduct proactive fraud investigations on behalf of clients that suspect embezzlement or theft by employees or contractors.

Eric represents businesses, individuals and other entities such as trusts and estates in the defense of IRS, FBI, Homeland Security, state police and other law-enforcement agency investigations. He has significant experience in counseling and representing witnesses, victims and targets of an investigation, and his counsel is widely sought by other lawyers, accountants and financial advisors.

A long-time leader in the tax and financial field, Eric has led or assisted in matters for clients on five continents and over most of the United States. He routinely provides legal advice and counsel to clients regarding the tax implications of assets held outside of the United States.

Eric’s clients benefit from his prior experience representing the government in IRS audits, investigations, negotiations and litigation. He started his career as a senior trial lawyer for IRS Chief Counsel (Honors Program) and as a Special Assistant United States Attorney. He also proudly served in the U.S. Army as a Judge Advocate. During his tenure with the government, Eric litigated complex matters and provided legal support, guidance and strategy for a multitude of criminal investigations and civil tax examinations. His service was recognized with multiple performance awards.

Eric stays on top of legal developments as a regular visiting professor and lecturer. He also authors several articles per year, is a regular speaker to professional groups and has received a multitude of peer recognition awards.

Experience

Successfully advocated for a business owner and resolved a criminal investigation with all charges dropped.

Successfully secured dismissal of multiple charges including charges with mandatory prison terms.

Negotiated an Offer in Compromise satisfying an obligation in excess of $10 million for less than five percent.

Represented retailer in criminal investigation resulting in no charges filed.

Resolved an IRS examination spanning dozens of related entities preserving valuable deductions and minimizing penalties.

Was lead counsel on significant “offshore” IRS investigation resulting in a determination of non-willfulness with a resultant client savings in-excess of $10 million.

Represented international commodities trader in multi-agency federal investigation including IRS, EPA and Homeland Security.

Lead counsel for multinational taxpayer in successfully resolving international tax and tax compliance matters.

Successfully spearheaded forensic investigation involving multiple countries, resulting in a non-prosecution determination by the Department of Justice.

Represented prominent entertainer in IRS criminal investigation that resulted in the Department of Justice declining prosecution.

Successfully prevailed in a sentencing phase wherein the client avoided prison and was able to operate and preserve his business.

Represented manufacturing company in IRS civil examination and concluded the examination without any additional tax due.

Negotiated an Offer in Compromise for client fully resolving outstanding tax liabilities for less than 10 percent saving the client over $1 million.

Honors and Recognitions

Best Lawyers in America®, Lawyer of the Year, Litigation and Controversy – Tax, 2022

Best Lawyers in America® since 2012

DBusiness© magazine, Top Lawyers, Tax Law, since 2011

Leading Lawyers: Criminal Defense Law – White Collar; Tax Law – Business; Tax Law – Individual

Michigan Lawyers Weekly – Hall of Fame, 2024

Michigan Lawyers Weekly, Leaders in the Law, 2015

Michigan Super Lawyers® since 2010

Michigan Super Lawyers®, Top 100, 2012

Michigan Super Lawyers®, Top 50 Consumer Super Lawyers, 2016, 2017, 2018

U.S. Army Commendation Medal with Three Oak Leaf Clusters

U.S. Army Achievement Medal

IRS Chief Counsel Special Act Award (Four)

Professional Affiliations

American Bar Association: Taxation Section; Sports Law Section

Detroit Veterans Bar Association, vice president, 2017

Federal Bar Association: Taxation Section, past chair, 1996 – 2000

Law360 Tax Authority Federal Editorial Advisory Board – 2020, 2023

State Bar of Michigan: Taxation Section, past chair; Tax Practice and Procedure Section

Community Involvement

Detroit Symphony Orchestra, Board of Trustees

Holy Redeemer Schools (Detroit), past chair

Metro Detroit Young Entrepreneurs Academy, Ambassador Club and judge

Michigan State University College of Law: Low-Income Taxpayer Clinic, Board member; Tax Practice and Procedure, adjunct professor

University of Michigan: Victors for Michigan Campaign Steering Committee, co-chair (Dearborn); Dean’s Advisory Council (Dearborn)

Walsh College Graduate Tax Program, Tax Fraud Investigations and Forensic Accounting, adjunct professor

Presentations

MICPA Small Firm Practitioner’s Conference: “Multi-year Tax Planning Demystified,” August 17, 2023

National Institute: Criminal Tax Fraud/Tax Controversy, Las Vegas, Nevada – December 11, 2019

Ziyad I. Hermiz

Ziyad I. Hermiz

Practice Areas

Industries

Clerkships

Honorable Judge Avern Cohn, United States District Court for the Eastern District of Michigan, 2007 – 2008

Education

University of Detroit Mercy School of Law
Detroit, Michigan
J.D., cum laude, 2008

Michigan State University
East Lansing, Michigan
B.A., 2004

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States District Court of the Eastern District of Michigan

Litigation Attorney and Business Advisor

Ziyad is a member of Varnum’s Litigation and Trial Practice Team. He concentrates his practice in the area of business and commercial litigation.

He has significant experience in handling trade secret and non-compete disputes, shareholder/member disputes, arbitrations, franchise litigation, civil RICO, real estate litigation and other business matters in state and federal courts in Michigan and throughout the country.

In addition to being a litigator, he also has substantial experience serving as outside general counsel for clients, assisting and advising them with respect to day-to-day corporate and legal issues.

Ziyad graduated cum laude from the University of Detroit Mercy School of Law where he was the executive editor of the University of Detroit Mercy Law Review and received the Dean’s Scholarship for Academic Excellence. He was also inducted into the Justice Frank Murphy Honor Society, honoring graduates with outstanding academic achievement. He completed his undergraduate business studies at Michigan State University where he graduated with honors and was the recipient of the Phillip and Viola May Scholarship.

Prior to entering private practice, Ziyad interned for the Honorable Judge Avern Cohn for the U.S. District Court for the Eastern District of Michigan. Ziyad is a member of the State Bar of Michigan and the American Bar Association and previously served as vice president of the Chaldean American Bar Association.

Experience

Fifth Third Bank v. Desert in Alaska Corp., et al. (Wayne County Circuit Court, Case No. 11-005520-CK)(represented bank in action for breach of loan agreement and piercing the corporate veil)

Dura Automotive Systems, Inc., et al. v Denzil Abney, et al. (Oakland County Circuit Court, Case No. 08-096013-CK)(represented plaintiff in multimillion dollar action against former employees in trade secret theft action)

Dura Global Technologies, Inc., et al. v. Magna Donnelly Corporation (E.D. Mich. 07-cv-10945. Cox, J.)(represented plaintiff in multimillion dollar action patent infringement, trade secret theft and unfair competition action)

Ordos City Hawtai Autobody Company, Ltd., et al. v. Dimond Rigging Company, LLC (E.D. Mich. 13-cv-14909. Cox, J.)(obtained preliminary injunction, order for possession of equipment pending final judgment, and trial verdict and final judgment in the amount of $1.2 million in breach of contract action)

L.A. Insurance Agency Franchising, LLC, v. Claudia Montes, et al. (E.D. Mich. 14-cv-14432)(obtained permanent injunction against former franchisee in breach of franchise agreement and unlawful competition action)

Represented corporate investors, including a Panamanian bank, sued by the foreign representatives overseeing the liquidation of one of the main feeder funds to the Ponzi scheme associated with Bernard L. Madoff Investment Securities, LLC

Edrich Products, Inc. v. Extended Enterprise Group, et al. (Oakland County Circuit Court, Case No. 13-135025-CK)(obtained $2.4 million judgment in action for breach of consulting agreement, breach of fiduciary duty, tortious interference and civil conspiracy)

Perry T. Christy v. Bridgestone Retail Operations, LLC, d/b/a Firestone Complete Auto Care(Wayne County Circuit Court, Case No. 14-014321-AV) (obtained dismissal of claim alleging violation of Motor Vehicle Service and Repair Act and conversion; affirmed on appeal)

Thomas Halama v. Firestone Complete Auto Care (24th District Court, Case No. 15-44482) (obtained dismissal of claim alleging violation of Michigan Consumer Protection Act)

Saginaw Prop., LLC v. Value City Dep’t Stores, LLC, and Retail Ventures Inc. (Case No. 08-13782-BC, 2009 WL 3536616 (E.D. Mich. Oct. 30, 2009)) (obtained summary judgment and dismissal of action against defendant department store holding company for alleged successor liability)

Allstate Insurance Company, et al, v. Silver Pine Imaging, LLC (E.D. Mich. 14-cv-10356. Hood, J.)(represented medical provider in action related to reasonableness of charges pursuant to the Michigan No-Fault Act)

Allstate Insurance Company, et al, v. Universal Health Group, Inc., et al. (E.D. Mich. 13-cv-15108. Parker, J.) and State Farm Mutual Automobile Insurance Company v. Universal Health Group, Inc. et al (14-cv-10266. Levy, J.)(represented medical providers and doctors in alleged civil RICO and fraud action)

American Petroleum Institute v. U.S. Energy Resources, LLC, et al. (E.D. Mich. 11-cv-14869. Friedman, J.)(represented a distributor and marketer of engine oils against a multimillion dollar trademark lawsuit brought by a prominent petroleum and natural gas industry trade association; successfully negotiated dismissal of client from lawsuit)

The Boyd Group (U.S.) Inc., et al. v. Richard Gagliano, et al. (Macomb County Circuit Court, Case No. 16-502-CB)(represented plaintiff in action for breach of noncompete agreement)

Etter Amalgamated, Inc v. Bearclaw Coffee Company, et al. (Washtenaw County Circuit Court, Case No. 15-201-CK) (obtained consent judgment against defendants in breach of loan agreement action)

Superior Electric Company of Greater Detroit, Inc. v. Aaron Melitz, et al. (Oakland County Circuit Court, Case No. 14-143896-CK)(represented defendant in action by former employer for alleged breach of noncompete agreement)

Lori F. McCarthy v. AXA Equitable Life Insurance Company, et al. (Oakland County Circuit Court, Case No.: 13-137100-CZ)(obtained preliminary injunction enjoining defendant from transferring IRA funds)

Gunnell, Inc. v. Chenica, Inc. (Tuscola County Circuit Court, Case No. 11-26612-CK)(represented defendant and counter-plaintiff in breach of contract and misrepresentation action related to sale of wheelchair company)

Susan P. Davis v. JP Morgan Chase Bank, N.A. (E.D. Mich. 13-cv-10578. Cox, J)(represented plaintiff in action to quiet title)

Timothy Runion v. Lotus Cars USA, Inc. (Ohio Common Pleas Court, Case No. 16-CV-003435)(represented sports car manufacturer in action by buyer for alleged lemon law violations)

Australia Mining Export v. Midwest Engine Inc. (Genesee County Circuit Court, Case No. 13-101252-CK)(represented Australian engine distributor in action for breach of contract and unjust enrichment)

Citizens Bank v. Seven Harbors, et al. (Oakland County Circuit Court, Case No. 12-126941-CK)(represented bank in action for breach of loan agreement; obtained summary judgment in amount over $680,000)

Citizens Bank v. Tamark Properties, et al. (Jackson County Circuit Court, Case No. 11-003436-CK)(represented bank in action for breach of loan agreement; obtained receiver over property and summary judgment in amount over $433,000)

Honors and Recognitions

DBusiness© Top Lawyers, Metro Detroit, Commercial Litigation, 2018, 2020 and Franchise, 2020

Eastern District of Michigan Pro Bono Honoree, 2010 – 2012

Legal Aid and Defender Associations “Pangborn Pin” Award, 2011

Michigan Super Lawyers®, Rising Star, Business Litigation, 2012 – 2019, 2021

Professional Affiliations

American Bar Association

Chaldean American Bar Association, former vice president

Leadership Oakland, Cornerstone Program Graduate, Class XXIV

State Bar of Michigan

Presentations

Contributing author to The Developing Labor Law’s (BNA Books) Chapter on RICO – 2008 – present

Webinar Presenter on “Patents v. Trade Secrets: Knowing and Protecting Your IP!” – Motor & Equipment Manufacturers Association (MERA), October 29, 2019

Co-author of “Mich. Bill Adds To States’ Trend Of Limiting Noncompetes” – Law360 Newsletter and Expert Analysis section, Sept. 16, 2019

Presenter on “Anatomy of a Deposition” – Leadership Oakland’s Justice Day Session at Oakland County Circuit Court, February 10, 2016

Presenter/Panelist on Civil RICO claims – M1 Imaging presentation in Birmingham, MI, December 3, 2015

Moderator for Panel Discussion – Detroit Business Symposium for Startups and Growing Companies in Detroit, MI, January 8, 2015

Steven G. Cappellino

Steven G. Cappellino

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

Joseph H. Caffrey

Joseph H. Caffrey

Education

Fordham University
Bronx, New York
B.A., May 2007

Chief Marketing Officer

Joe serves as Varnum’s Chief Marketing Officer (CMO) and a member of the firm’s senior management team. As CMO, Joe works closely with Varnum’s leadership to create and implement marketing and business development strategies focused on the firm’s long-term growth across industries, practices and geographies. 

Prior to joining Varnum, Joe held a variety of management roles at a New York City-based Wall Street law firm.

Steven J. Enwright

Steven J. Enwright

Practice Areas

Industries

Education

Wayne State University Law School
Detroit, Michigan
J.D., 1997

Wayne State University
Detroit, Michigan
M.B.A.

Michigan State University
East Lansing, Michigan
B.A., 1993

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

Corporate Attorney

Steve is a partner within Varnum’s Corporate Practice Team where he specializes in delivering strategic business guidance. His expertise encompasses a broad spectrum of corporate law services, including general corporate counseling, capital raising, mergers and acquisitions (M&A), strategic partnerships, technology agreements, and diverse financings. With a wealth of experience in supporting both business entities and investors, Steve has a strong track record in the startup and emerging company sectors. His areas of focus include technology, software, data analytics, Software as a Service (SaaS), artificial intelligence (AI), blockchain technology, and information technology (IT).

Furthermore, Steve acts as an outside general counsel for a variety of emerging and mid-size businesses and family offices, spanning industries such as marketing and public relations, technology, automotive manufacturing, craft brewing and distilling, entertainment, podcasting, and video production. His comprehensive legal support helps ensure that these companies navigate the complexities of their respective fields with confidence and strategic insight.

Honors and Recognitions

DBusiness© Top Lawyers since 2014

Michigan Super Lawyers® since 2013

Professional Affiliations

Association for Corporate Growth

Keiretsu Forum

Michigan Venture Capital Association

Pointe Angels

State Bar of Michigan; Business Law, IT Law, and Arts, Communication, Entertainment and Sports sections

Western Michigan University, Adjunct Professor of Law

Community Involvement

Royal Oak Film Society

Tech Town

Rippling Hope

Jailah D. Emerson

Jailah D. Emerson

Practice Areas

Industries

Education

University of Detroit Mercy School of Law
Detroit, Michigan
J.D., cum laude, 2020
University of Detroit Mercy Law Review, Managing Editor

Michigan State University
East Lansing, Michigan
B.A. Criminal Justice – Pre Law, 2017

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States District Court for the Eastern District of Michigan

United States District Court for the Western District of Michigan

Litigation Attorney

Jailah is an associate attorney on Varnum’s Litigation and Trial Practice Team. Her practice is primarily focused on complex commercial, family law, tax, and insolvency litigation. Her experience includes assisting clients with a wide variety of commercial litigation issues, ranging from standard breach of contract claims, to complex real estate disputes. Jailah represents clients throughout the litigation process, including at hearings, depositions, trial, and appellate proceedings.

Within the past year, Jailah has had several significant wins for clients. She served on the litigation team in three cases in which verdicts were returned in the clients’ favor. In one jury verdict, the client received a six-figure judgment. In another, the team won a highly-public, eleventh-hour victory in the Michigan Supreme Court on a matter affecting the right of Detroit residents to vote on a proposed revision of the city charter.

Prior to her employment at Varnum, Jailah served as a legal intern at the U.S. Dept. of Justice and in the general counsel office of DTE. She also served as a legal extern to the Honorable Victoria A. Roberts of the U.S. District Court for the Eastern District of Michigan, giving her invaluable insight into effective litigation techniques.

Honors and Recognitions

Damon J. Keith – Wolverine Bar Foundation Scholarship Recipient

Detroit Mercy Law Dean’s Scholarship for Academic Excellence Recipient

Professional Affiliations

American Bar Association

Detroit Bar Association

Federal Bar Association

State Bar of Michigan, Face of Justice Program Mentor

University of Detroit Mercy School of Law, Inn of Court, Barrister

Wolverine Bar Association

Women Lawyers Association of Michigan – Wayne Region; Board of Directors, Social Media Director

Community Involvement

Alternatives for Girls, Program Coordinator

Street Law, Inc., Program Coordinator

Gabriel J. Edelson

Gabriel J. Edelson

Practice Areas

Education

New York University School of Law
New York, New York
J.D., 2009
Annual Survey of American Law, Executive Articles Editor

University of Michigan
Ann Arbor, Michigan
B.A., with highest distinction, History, 2006
Phi Beta Kappa
Bentley Scholar
The Michigan Daily, Senior Sports Editor, Writer & Columnist

Bar Admissions

Illinois

Michigan

New York

Court Admissions

All Michigan state courts

Corporate Attorney

Gabe is a member of the Business and Corporate Services Practice Team. He focuses his practice on mergers and acquisitions, divestitures, corporate governance and general corporate matters. He represents private equity firms, portfolio companies and a wide variety of other businesses in cross-border and domestic mergers and acquisitions and commercial transactions, ranging in size from under $1 million to over $1 billion.

Gabe serves as outside general counsel for clients and lead negotiator with opposing counsel on a range of matters, including numerous add-on acquisitions for high-growth private equity portfolio companies and early-stage businesses.

Experience

Represented fintech leader and global insurance brokerage in domestic and cross-border strategic partnerships and acquisition of numerous insurance agencies and brokerages nationwide

Represented several issuers in private securities offerings

Represented private equity-owned insurance company in numerous debt and equity investment transactions and strategic partnerships

Represented global manufacturing business in mergers and acquisitions, as well as in connection with investment in peer business

Represented medical equipment provider in sale via merger to medical device manufacturer

Represented private equity-owned material handling equipment and systems provider in equity sale to global supplier of components and engineered systems

Represented private equity firm in equity purchase of dermatology platform from physicians and financial investors; subsequently represented dermatology platform in numerous asset purchases of individual dermatology practices from physician owners

Represented composite material manufacturer in majority equity sale to non-U.S. global reinforcement technologies business

Represented cyber insurance provider in asset sale to insurance company

Represented founder in equity sale of SaaS business to private equity buyer

Represented private equity firm in sale via merger of defense contractor to public defense and aerospace manufacturer

Represented global technology outsourcing business in equity purchase of automotive SaaS business from founders

Represented private equity-owned sporting goods business in asset purchase of home décor and building products business from founders

Represented private equity firm in equity purchase of employee benefit plan administrator from founders

Represented private equity firm in equity purchase of food safety and inspection business

Represented private equity firm in asset purchase of pizza franchisor

Represented SaaS business in majority equity sale to financial buyer

Represented private equity firm in asset purchase of essential oils manufacturer and wholesaler

Represented owner in sale of minor league professional ice hockey team, along with the team’s arena and related businesses

Represented private equity-owned lighting business in asset sale to non-U.S. manufacturing partner

Represented private equity-owned safety engineering business in asset and equity purchases of domestic and international strategic targets

Represented private equity-owned fasteners manufacturer in equity sale to non-U.S. global supplier of fasteners and automotive components

Represented private equity-owned food and beverage franchisor in equity sale to financial buyer

Represented private equity-owned magnetic solutions business in merger with privately-held manufacturing enterprise

Represented beverage manufacturer in equity sale to non-U.S. bottling business

Represented payment processing business in asset sale to credit card processor and merchant account provider

Represented special committee of independent directors of technology company regarding evaluation of merger with public competitor

Represented early-stage solar design and engineering business in Series B financing

Drafted and negotiated a variety of business contracts, including purchase agreements, operating agreements, confidentiality and non-compete agreements, employment and consulting agreements, and other corporate governance documents.

Professional Affiliations

American Bar Association

Chicago Bar Association

Illinois State Bar Association

New York State Bar Association

State Bar of Michigan

Community Involvement

Detroit Regional Chamber, Leadership Detroit, Class XLII 

Founders Junior Council at the Detroit Institute of Arts, Chief Protocol Officer and Member of the Board of Directors

ORT America, Michigan Region, Member of Organizing Committee for annual Rub-a-Dub fundraiser

Honors and Recognitions

The Best Lawyers In America®, Corporate Law, 2024

 

Bradley S. Defoe

Bradley S. Defoe

Practice Areas

Education

Syracuse University College of Law
Syracuse, New York
J.D., magna cum laude, 2006
Syracuse Law Review
Syracuse Law and Technology Journal
Dean’s List

Syracuse University
Syracuse, New York
B.A., magna cum laude, Political Science, Broadcast Journalism, 2003

Bar Admissions

Michigan

Court Admissions

All Michigan state courts

United States Bankruptcy Court for the Eastern District of Michigan

United States Bankruptcy Court for the Western District of Michigan

United States District Court for the Eastern District of Michigan

United States District Court for the Western District of Michigan

United States District Court for the Northern District of Ohio

Litigation Attorney

Brad is a partner and member of the firm’s Litigation Practice Team, concentrating in commercial litigation in state and federal courts. He focuses his practice on commercial contract disputes, creditor’s rights and collections, landlord/tenant matters, construction lien litigation and other real estate disputes.

Experience

True Temper Sports, Inc v Ralco Industries, Inc, 2016 WL 8376740 (WD Tenn, October 14, 2016) (represented automotive supplier in contract dispute)

Randall S Miller & Associates, PC v Pitney Bowes Inc, 2016 WL 1242356 (ED Mich, March 20, 2016) (represented software and equipment provider in contract dispute)

Matter v Verstraete, 2015 WL 7911160, unpublished opinion per curiam of the Court of Appeals, issued [December 3, 2015] (Docket No. 322514) (represented property owner in dispute concerning right of first refusal)

Francis & High Properties, LLC v Happy’s Pizza Franchise, LLC, 2015 WL 7283382, unpublished opinion per curiam of the Court of Appeals, issued (November 17, 2015) (Docket No. 332678) (represented landlord in lease dispute)

Legacy Five, LLC v City of Jackson, 495 Mich 1002; 846 NW2d 51 (2014) (represented property owner in dispute regarding rental property inspection fees)

Independent Bank v Baarstad, 2014 WL 238128, unpublished opinion per curiam of the Court of Appeals, issued [January 21, 2014] (Docket No. 314894) (represented bank in dispute with guarantor)

Honors and Recognitions

DBusiness© magazine, Top Lawyers, Litigation-Real Estate, 2022

DBusiness© magazine, Top Lawyers, Litigation-Commercial, 2020

Michigan Super Lawyers®, Rising Star since 2013

Professional Affiliations

Detroit Bar Association

Federal Bar Association

Oakland County Bar Association

State Bar of Michigan

Community Involvement

Achieve Charter Academy, past Board of Directors

Novi Parks and Recreation, past volunteer coach

South Lyon Area Recreation Association, volunteer coach