Sample Transactions

Sample Transactions

Sample transactions in which Marilyn has acted as lead attorney include the following:

  • Representation of private company in merger with public company, including corporate and tax issues; represented numerous other clients in private mergers, other forms of reorganizations and spin-offs
  • Representation of the founder and CEO of insurance company in settlement negotiations on his termination; settlement agreed to exceeded amount due under remaining term of his employment agreement
  • Representation of numerous companies in designing and preparing documentation for stock incentive plans, deferred compensation plans (including advise on IRC 409A application) and employment agreements for key executives
  • Representation of numerous companies in choosing most advantageous form of entity for the company; formation of limited liability companies, limited partnerships and corporate entities, including preparation and negotiation of operating agreements, partnership agreements, and buy-sell agreements
  • Representation of radio personality in sell of show in IRS audit challenging capital gain treatment for $15 million received in sale; resulted in no change audit
  • Representation of artist management firm in IRS audit challenging timing of reporting $7 million in music royalties; resulted in no change audit
  • Representation of major construction company in U.S. Tax Court proceeding in which IRS challenged method of reporting income from long-term contracts in excess of $10 million; favorable settlement entered into
  • Representation of prominent candy company in sales tax audit challenging method of reporting sales in hearing before the State Board of Equalization; Board ruled in favor of taxpayer
  • Representation of numerous companies and individuals in submitting private ruling requests to Internal Revenue Service and State Board of Equalization
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