Taxation on Real Estate Conference (C41204)

Drawing upon more than 37 years’ experience practicing tax law, Michael serves clients of Wiley Rein LLP as Consulting Counsel. Both a lawyer and a certified public accountant (CPA), Michael has represented domestic and foreign companies in a broad range of tax transactional, planning, and controversy matters spanning numerous industries. He has guided clients toward prevailing in tax controversies with the Internal Revenue Service (IRS), state revenue agencies, and before the U.S. Tax Court.

At the IRS Office of Chief Counsel (National Office) in Washington, Michael played a significant role legislatively developing and administratively interpreting the Passive Activity Limitations and associated rules in the Tax Reform Act of 1986 attacking abusive tax shelters. Based on that experience and since then in private law practice, Michael has developed a reputation for leading expertise on the taxation of passthrough entities (including limited liability companies, partnerships, and S corporations) and their owners. He has repeatedly published in preeminent tax publications including the Journal of Taxation, Bloomberg BNA, Tax Analysts, and Wolters Kluwer (CCH) and has presented at tax conferences both nationally and in Washington, DC.

Ed Hannon is a member of the firm’s Business Law Practice Group. He regularly works with institutional investors, high-net-worth individuals, and real estate companies in developing and implementing tax-oriented structures in real estate transactions. Mr. Hannon also provides tax and structural advice in connection with various transactions involving the acquisition and disposition of U.S- based businesses .

Mr. Hannon has represented real estate owners and investors in real estate projects located throughout the U.S. in addressing various tax, governance, and entity formation issues. Mr. Hannon has assisted real estate owners in structuring and implementing various structures designed to facilitate tax-free like-kind exchanges under Section 1031 of the Internal Revenue Code, including the Delaware statutory trust structure and various post-exchange refinancing techniques. Mr. Hannon also has significant experience in adopting various structures for repositioning and recapitalizing property owned under the tenant in common structure in a tax-free manner.

As a member of the Quarles & Brady real estate investment trusts (REITs) team, he provides counsel on various tax and structural issues related to tax-free and partially tax-free “sales” of real estate to a REIT, and he regularly works with members of the Quarles & Brady real estate practice in addressing various tax issues that typically arise in the leasing, refinancing, and acquisition of real estate by a REIT. He has also worked with a number of operating businesses that hold significant real estate assets in examining whether a REIT spin-off transaction is appropriate for their business operations.

Mr. Hannon has also represented a number of non-U.S. real estate companies and investors in implementing various structures designed to minimize U.S. tax costs in connection with the direct acquisition of real estate in the U.S. and with the indirect acquisition of U.S. real estate through a real estate partnership or joint venture. In representing non-U.S. parties who are acquiring U.S. real estate, he has significant experience in coordinating the efforts of U.S. legal counsel with the client’s U.S. and non-U.S. tax advisors in implementing global tax-oriented strategies.

In connection with his work in providing tax and structural advice for transactions involving the acquisition and disposition U.S.-based business entities, Mr. Hannon has represented buyers and sellers in connection with the use of various tax deferral techniques that involve limited liability companies or other flow-through tax entities for the tax-free rollover of top management’s equity investment in the acquired company. He has also worked with clients in developing and implementing various tax-oriented structures for the recapitalization of existing businesses owned by an S corporation.

Mr. Hannon has significant experience in tax-free mergers and acquisitions and corporate spin-off transactions and is regularly involved in the drafting and negotiation of various tax sharing agreements used in acquisitions of U.S.-based businesses. He has represented companies based in the European Union in connection with their business activities in the U.S. Recently, Mr. Hannon has advised companies based in Germany, Sweden, Denmark, and Ireland in the development and implementation of various structures for the sale of a U.S. business and in connection with the expansion of their business platform in the U.S.

Mr. Hannon has been recognized as a “Leading Lawyer” in the areas of International Business and Trade Law, Real Estate Law, and Finance and Tax Law in 2009, 2010, 2011, 2013, and 2014 and was recognized as part of the “Irish Legal 100” in 2010, 2011, and 2012. Mr. Hannon is a member of the adjunct faculty at the DePaul University Graduate School of Business where he teaches a course on tax and structural planning for real estate transactions to graduate students pursuing their MBS in real estate.

As the President and Founder of Bracket Partners, LLC (www.bracketpartners.com), my mission is working with clients to maximize tax incentives related to real estate, renewable energy, and other fixed assets. In an advisory role, I help clients identify, implement, and monetize federal, state, and local incentives when clients are buying, building, expanding, renovating, relocating, and/or selling property. I focus on tax credit and incentive areas such as historic redevelopment, renewable energy, affordable housing, new markets, and opportunity zones. I also work with clients to maximize cost recovery through tax deferral and savings strategies such as cost segregation, repairs and maintenance (tangible property) tax regulations, and energy incentives including 179D & 45L.

I work directly with property owners, developers, tenants, business owners, investors, not for profits, and government entities. I also provide my services indirectly through CPA firms as a trusted partner in various arrangements.

My diverse work history includes over 20 years working at a variety of professional service firms, small to large, private and public. I also spent several years as a real estate development manager where I focused on senior and multifamily housing, retail, hotels and indoor waterparks.

I am an active public speaker on topics related to real estate including tax incentive and cost recovery issues as well as energy and sustainability opportunities. I am an active Certified Member and served as President of the ASCSP ("American Society of Cost Segregation Professionals"). I am a member of Landmarks Illinois and serve on the Real Estate and Building Industries Council. I am a Board of Advisor member for the James A. Graaskamp Center for Real Estate affiliated with the University of Wisconsin – Madison. I am also a licensed CPA in Illinois.

 

Dr. Michael S. Miller is an Associate Professor of Economics and Associate Dean for Academic Quality at DePaul University, where he has been teaching since completing his Ph.D. in 1980 at the University of Pittsburgh.  His expertise is in applied macroeconomics and business conditions analysis.  In addition to teaching macroeconomics and pursing research on the economy of Bahrain, Dr. Miller has spent 13 years in administration, serving as department chairman and associate dean.  He has twice been the recipient of the university’s Excellence in Teaching Award.  Dr. Miller has taught overseas as well, including time in Hong Kong, the Czech Republic, Poland, and Bahrain. He is a regular guest on Chicago radio and television, providing insights on macroeconomic conditions, fiscal policy and the Federal Reserve’s monetary decisions.

Doug Hart is managing shareholder of DAD Associates.   DAD Associates is an investment company that deals in portfolio management, as well as alternative investments primarily in real estate, mortgage arbitrage and Business Development Companies.   Doug has over 30 years of experience in a multitude of financial consulting segments.

Mary Cunningham, President of Chicago Deferred Exchange Company, the nation’s premier provider of IRC Section 1031 Like-Kind Exchange (LKE) services, is responsible for a staff dedicated to providing trust and consulting services to attorneys, accountants, real estate and tax professionals nationwide. Ms. Cunningham brings more than 18 years of exchange expertise in the field of LKE services, is a frequent lecturer at real estate and tax forums across the country on the topic of tax-deferred exchange strategies and has represented her industry on various legislative issues with the IRS National Office, members of the House of Representatives and the United States Senate.

 

Ms. Cunningham has the expertise that comes from direct involvement with thousands of tax deferred exchanges of diverse assets, including FCC Licenses, Trademarks, Commercial Aircraft, Pipelines, Automobile Fleets and every type of real property.  A 1996 graduate of the American Banker’s Associations National Graduate Trust School, Ms. Cunningham completed her undergraduate studies in business administration at Miami University in Oxford, Ohio.