Michael J. Fellerman
How we structure a transaction generally hinges on the tax consequences.
Contact: P /612.604.6699E /[email protected]
Administrative Contact: Jan Lapp P /612.604.6754E /[email protected]
Education
New York University, LL.M. in Taxation, 2001
University of Baltimore School of Law, J.D., cum laude, 2000
University of Maryland, College Park, B.S., 1997
Bar Admissions
Maryland, 2000
New York, 2001
Washington, D.C.
My Approach
Many people – other lawyers included – try to avoid tax law at all cost. They think tax is boring (as well as the Tax Attorney), but I see it differently. Tax law allows you to be creative; it is the hub at the center of any transaction, any business decision, and it is what allows so much of business to roll forward. In such a nuanced and complex area of law, it’s exciting to be able to take advantage of that complexity and find creative ways to use the tax law as a tool to solve my clients’ problems and attain their goals in a legal and moral way. At the end of the day, I am a problem solver.
I know that clients engage lawyers because there is an issue that needs to be solved – whether it’s a problem or an opportunity – and I love helping people work through those questions to find success. I appreciate working closely with my clients not just as a lawyer, but as a counselor, to support your business and help it grow.
Using the law to benefit our communities
As a subset of my tax law practice, I have a specific interest in helping clients in the non-profit world, whether such client is a nonprofit or if they are conducting business with a nonprofit. Nonprofit/tax-exempt entities, and transactions in which they are involved, face additional requirements and can often have more complex tax questions to tackle in order to close a deal. Additionally I appreciate using my abilities to help these organizations that are directly benefitting our communities, whether it be creating much-needed housing, renewal of blighted areas, creating opportunities for investment in underserved neighborhoods, or helping people gain access to medical care.
Practice Areas
Practicing Tax Credit Financing & Syndication
My Experience
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.
Practicing Tax Planning & Transactions
My Experience
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