Michael G. DanaDirector
Michael is a Director and a member of the Corporate and Tax Group. He focuses his practice on providing U.S. tax advice to businesses and their owners -in connection with all aspects of business formation, operation and disposition. Michael’s diverse practice also includes advising clients on corporate, partnership, securities and other business law matters.
Michael advises clients on all legal aspects of a business, including investment management businesses; Michael has a particular emphasis in advising clients regarding U.S. federal income tax issues, including the U.S. tax implications to a U.S. business engaged in cross-border transactions. In addition, Michael advises foreign businesses and investors with the U.S. federal income tax implications of making an investment into the U.S. or otherwise operating a business in the U.S. More specifically, Michael has represented U.S. and foreign multinational enterprises, for which he has provided advice in connection with cross-border transactions, including acquisitions, distribution structures, and internal reorganizations; U.S. Subpart F income planning and analysis; foreign tax credit planning and analysis; tax treaty analysis and other matters related to outbound and inbound U.S. tax planning. Michael’s projects have included business structures, operations, and investments in the U.S., Canada, Mexico and a number of other foreign jurisdictions.
Many of Michael’s clients include investment management firms and professionals, particularly managers of pooled alternative investment strategies such as private equity and hedge funds. These clients often seek Michael’s advice regarding the formation and operation of both private equity and hedge funds. Further, in representing investment managers, Michael often renders advice regarding the Securities Act of 1933, and the Investment Advisers Act of 1940. In addition, Michael’s clients have also included institutional fund investors in connection with their proposed investments into various types of alternative investment products and negotiating with investors, fund sponsors, and client staff in connection with client transactions and operations.
Finally, Michael’s practice routinely requires him to draft all manner of legal documents, including corporate or partnership formation documents, partnership agreements, shareholders’ agreements, stock purchase agreements, private placement memoranda, subscription agreements, and investment management agreements.
Notable successes of Michael’s include:
- Closing a $23 million, offshore, Series A financing for a venture capital company in the pharmaceutical industry.
- Managing a cross-border acquisition by U.S. REIT from project kick-off through deal close.
- Obtaining the concession of all issues from the IRS in a redetermination suit after trial in the U.S. Tax Court, during which Michael was lead trial counsel for the taxpayers.
- Defending successfully large U.S. asset manager in an administrative adjudication in connection with an income tax audit by the District of Columbia.
- Representing management candidate for newly-formed private fund adviser in connection with tax, partnership and employment issues related to employment agreement and equity compensation package.
- Restructuring business to achieve income tax and succession planning goals.
- Launching new Angel Fund for Western Pennsylvania-based group of angel investors.
- Advising clients regarding restructuring family offices for tax efficiency.
- Advising multi-billion dollar manufacturing group in Germany regarding US income tax implications of US operations and the restructuring thereof.
- Securities (Reg D & RIA) advice for technology start-up in the investment advisory industry.
- Structuring family limited partnerships with assets in excess of $50 million.
- Structuring and implementing SPV for $30 million real estate investment.
- Assisting real estate private equity client in developing investment structures to accommodate almost $30 million of tax-exempt investment and $15 million of foreign investment, and understanding registration requirements under the Investment Advisers Act.
- Assisting metal fabrication contractor in the sale of business.
- Representing Maryland-based service provider in sale of business in excess of $55 million including providing all tax advice in transaction.
- Assisting Maryland-based real estate brokerage in structuring equity pool for key agents.
- Implementing a domestic hedge fund using a series limited liability company that closed with $15.6 million in initial capital.
- Implementing a $250 million mezzanine fund focused on investments in the franchised food business.
- Representing a foreign beer manufacturer in its first joint venture with a domestic beer brewery.
- Advising US subchapter S corporation regarding the restructuring of a Canadian acquisition resulting in significant annual tax savings for the client.
- Identifying an increase available to a client in the net operating loss limitation of an acquired corporate subsidiary by approximately $2 million annually.
- Member of the University of South Florida’s FinTech Advisory Board
- Member of the Expansion Task Force, Community Pregnancy Clinics, Inc., Naples, Florida
- Captain, Great Futures Campaign, Boys & Girls Club of Collier County, Florida, 2015-2016
- Speaker, “The Income, Estate, and Gift Tax Consequences of Divorce,” Continuing Legal Education Committee and Family Law Section, The Florida Bar, Audio Webcast Presentation, July 15, 2015
- Co-Author, Being Upfront about Offshore: Why You Must Properly Disclose Foreign Financial Investment Accounts, Estate Planning Supplement, Naples Daily News, 2015