Michael, a principal with Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., concentrates his practice on the structuring and taxation of business and real estate transactions. He advises domestic and international clients on all aspects of business transactions, tax planning, and real estate. His focus is on partnerships and joint ventures, business planning, business and real estate acquisitions and sales, and private placement offerings of securities. This work includes counseling and negotiating on behalf of developers as well as private and institutional investors regarding the purchase and sale of property, organizational structuring and restructuring, transfer and recordation tax planning, and general corporate matters . Michael regularly drafts sophisticated real estate partnership agreements, PSAs as well as other related documents of exchange.
Michael advises clients on and structuring like-kind exchanges of real property and other tax deferral mechanisms such as UPREITs, installment sales, etc.
Michael routinely structures transactions and entities (e.g., C corporations, S corporations, partnerships, limited partnerships, and limited liability companies) to meet clients' intended objectives.
He also advises hedge funds and other funds in their structure and formation, including international fund structures, such as Master Feeder Funds, advising clients on all tax and business issues that may arise.
Additionally, Michael has significant experience with the formation and expansion of tax-exempt entities. Once an entity is formed, Michael will continue to advise on matters that may impact the entity's tax-exempt status, and help to avoid or minimize exposures to unrelated business taxable income (UBTI) and various special taxes and penalties.
Further, Michael represents 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, he frequently works with 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). He also advises clients with respect to U.S. withholding matters and tax reporting issues.
Finally, Michael has a great deal of experience utilizing tax credits in real estate transactions. He advises clients in the use of the Low Income Housing Tax Credit (LIHTC), the New Markets Tax Credit (NMTC), and the Historic and Rehabilitation Tax Credit (HTC). He represents both for-profit and nonprofit developers as well as syndicators, equity investors, and lenders. He counsels clients on the tax credits pursuant Sections 42, 45D, and 47 of the Internal Revenue Code and prepares all necessary applications, joint venture agreements, and other documents of exchange. He can also provide opinions on the eligibility of the credits and advises clients on the stringent IRS guidelines. Further, he advises clients on the use of specific credits and whether they may be combined with other credits or tax saving mechanisms.
Michael’s clients rely upon him to achieve tax and economic advantages in real estate, businesses and other investments that are consistent with their goals. His background at a Big Four accounting firm, a New York law firm, and a major law firm in the Washington Metropolitan area has enabled him to develop a unique skill set which allows him to meet all of his client’s business and tax needs. Michael strives not to just counsel, but to be a counselor.
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Current Opportunities to Enhance Your Association’s or Foundation’s Finances and Investments, October 9, 2013
Webinar, on behalf of ALI CLE - “Capital Call Remedies for Real Estate Partnerships”, November 21, 2014
Bloomberg BNA Joint Real Estate/Washington Items luncheon – “Recent changes to the Historic/Rehabilitation Tax Credit”, November 20, 2014
Law Day May 2015 – Lectured about “Choice of Business Entity”
Conducted CLE – Lecturing on FIRPTA, Partnership Withholding, 1031 Like Kind Exchanges, Joint Ventures with Nonprofits and International Tax
Author of “Forgotten and Rediscovered Tax Advantages of S Corporations”, November 19, 2014, Building Magazine
American Bar Association
Maryland State Bar Association
Tax Section Council
Montgomery County Bar Association
New York Bar Association
Member of Advisory Council of a non-profit organization that provides recreational, fitness, academic, cultural, life skills, and community service programs for at-risk youth in the Washington, D.C. Metropolitan Area
Vice President of HOA – Lakelands, Gaithersburg MD
Principal, Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
Partner, Linowes and Blocher, LLP
Senior Associate, Windels, Marx, Lane & Mittendorf, LLP
Senior Associate, Deloitte and Touche