Michael J. Fellerman

I represent clients on the tax aspects of a wide variety of business matters, with a primary focus on the tax aspects of real estate and business transactions.

I have extensive experience with tax credits in real estate transactions, including those involving Low Income Housing Tax Credits (LIHTC), New Markets Tax Credits (NMTC) and Historic and Rehabilitation Tax Credits (HTC). My clients include for-profit and non-profit developers, as well as syndicators, investors and lenders.

I regularly counsel clients on the use of  tax credits, as well as provide opinions on of these tax credits. I advise clients on IRS and HUD guidelines, including in connection with public-private partnerships. I also advise on the use of specific credits and the best ways to combine them with other credits, subsidies and other tax savings programs.

Along with advising on all tax aspects of business transactions, I counsel clients on tax planning, partnership agreements, and like-kind exchanges of real property. I routinely structure transactions and entities (e.g., C corporations, S corporations, partnerships, limited partnerships and limited liability companies).

In addition to forming all types of tax-exempt entities, I continue to advise after formation to avoid negative impact to tax-exempt status and to assist to avoid or minimize exposures to unrelated business taxable income (UBTI) and various special taxes and penalties.

As 103 tax counsel, I have provided support (pre-issue and post-issue) and opinions in nearly every type of authorized municipal/tax-exempt financing transaction.

In my work for partnerships and joint ventures, I regularly counsel clients on business and real estate acquisitions and sales, and private placement offerings of securities. I advise and negotiate on behalf of developers and private and institutional investors regarding the purchase and sale of property, organizational structuring and restructuring, transfer and recordation tax planning, and general corporate matters.

Additionally, I represent U.S. business entities and individuals seeking to invest or conduct business abroad as well as foreign business entities and individuals seeking to invest or conduct business in the U.S. In connection with such representation.  I counsel clients with respect to U.S. foreign taxation rules, including the various Subpart F rules (CFC and PFIC rules), treaty analysis, and the Foreign Investment in Real Property Tax Act (FIRPTA). I also advise clients with respect to U.S. withholding matters and tax reporting issues.

I also provide tax advice to hedge (and other) funds in their formation and operation, including international fund structures, such as Master Feeder Funds.

I have represented clients in matters that include:

• Partnership and Corporate Tax
• Public finance and bond issues
• Formation and expansion of tax-exempt entities (501(c) and otherwise)
• Tax credits in real estate transactions
• Structuring and negotiating sophisticated partnership agreements and joint ventures
• Mergers and Acquisitions
• S Corporations
• Like-kind exchanges (1031) of real property
• Internal Revenue Code Section 103 tax matters
• IRS Compliance and audits
• International Taxation – Outbound and Inbound
• FIRPTA and other withholding matters
• Tax reporting issues
• Obtaining Private Letter Rulings