William H.D. Fones Jr.

Closed a $500 million sale of a minority interest of a third-generation family-owned corporation to a venture capital firm. Baker Donelson's role was to plan the internal restructure of the then S corporation in preparation of the sale (including subsidiary mergers, liquidations and conversions to LLCs), plan and implement the distribution of non-core business assets, modify service contracts, implement new executive compensation arrangements, modify split-dollar agreements, form a new family-owned holding company, interface with separate counsel for family members and analyze the federal and state tax consequences of all the foregoing, including the effects of terminating S corporation status.

Handled tax issues on numerous acquisitions and sales, both taxable and tax-free, both corporate and partnership/LLC, including hospitals, medical centers, banks, securities firms, REITs, retail chains and tech companies.

Advised on nonqualified deferred compensation issues including stock options, restricted stock, phantom stock, parachute payments, Section 409A and performance-based compensation not subject to the $1 million deduction limitation for public companies.

Restructured family business corporations, LLCs and other enterprises for better income tax efficiency, succession planning, and gift and estate tax planning, including obtaining private letter rulings on preservation of S corporation status.

Advised on state and local sales and property tax issues for private aircraft.

Advised on the preservation of corporate net operating losses, including the adoption of NOL protection plans.

Prepared wills, generation-skipping trusts, GRATs, grantor trusts, insurance trusts and charitable trusts.

Probated estates and supervised related tax filings.

Handled IRS Appeals-level disputes (including mediation and Fast Track) on the following issues: mark-to-market and other accounting issues, tax effects of corporate restructures, collection issues and penalties for non-payment of payroll taxes by a municipality, values for estate tax purposes, offshore residency, and allocation of condemnation proceeds between ordinary income and capital gains items.

Handled various state income tax disputes for financial institutions.

Handled Offshore Voluntary Disclosure Process for accounts in Switzerland and a variety of other foreign jurisdictions.