Legal Expertise
Representation of tax-exempt organizations in a wide range of tax, transactional, corporate, governance and fiduciary matters (including formation, mergers and acquisitions, executive compensation, international activities and affiliations, unrelated business taxable income, joint ventures, conservation easements, tax return review, tax-exempt bonds and dissolutions). Extensive representation of companies in all aspects of transactional tax matters, including mergers and acquisitions (domestic and cross-border taxable transactions, tax-free spin-offs, Section 351 transactions and corporate reorganizations), equity and debt securities, finance, partnerships and private equity funds, real estate investment trusts (REITs), bankruptcy reorganizations and debt restructurings.
Mr. Lion is also an adjunct professor at the UCLA School of Law. He will teach "Tax-Exempt Organizations: Law and Practice" in Spring 2011.
Representative Matters
- Performed full federal and state nonprofit governance and compliance reviews for several tax-exempt organizations, including hospitals, universities and private foundations.
- Advised a university regarding executive compensation, housing assistance, tax return reporting issues and other matters.
- Advised a hospital relating to a corporate restructuring and change in operations stemming from a joint venture with another tax-exempt hospital.
- Represented a scientific research organization regarding amendments to a collaborative research agreement with a commercial pharmaceutical company, including advice regarding private benefit and private inurement issues.
- Formed and obtained tax-exemption for numerous organizations, including public charities, supporting organizations, private foundations, scientific research organizations, corporate foundations, a private operating foundation, a business improvement district, and an international aid agency.
- Represented several schools in tax-exempt bond financings.
- Advised a hospital regarding the establishment of a specialty clinic, including advice regarding excess benefit transactions, executive compensation and intellectual property issues.
- Represented a real estate developer in connection with a conservation easement, a qualified conservation contribution, bargain sale valuation requirements, and donee acknowledgements of noncash charitable contributions.
- Structured lease of real property between tax-exempt organizations in compliance with property tax exemption requirements.
- Tax structuring and general tax representation in hundreds of transactional tax matters, including reorganizations, forward and reverse triangular mergers, international inversion transactions, stock purchase agreements, asset purchase agreements, transactions with earnout payments and management equity rollovers, S corporation sales, Section 351 contribution transactions, bankruptcies, financings, and equity and debt securities issuances.
