Michael W. Barill

Representative Experience

• Represented owners and management in transferring a multi-million dollar closely held business to its employees through the use of an Employee Stock Ownership Plan (ESOP). The majority shareholders were able to receive tax-free results on the sale, and the transaction was structured to ensure that the company going forward did not pay federal income tax.
• Assisted closely held professional employer organization with evaluating offers for company divestiture. Represented client in negotiating, structuring, and papering a stock sale and partial roll-over transaction.
• Represented locally owned restaurant in front of the West Virginia Office of Tax Appeals on petition for reassessment of sales and use tax.
• Represented multimillion-dollar trust in defending the trustee against claims by beneficiaries of breach of fiduciary duties and excessive compensation.
• Corporate reorganization and consolidation of family-owned businesses to streamline operations and increase profitability.
• Advised auto dealership owner in evaluating offers to purchase franchise, real property, and assets.
• Represented trust beneficiary in litigation in an effort to protect interests and uphold trustee obligations.
• Defended a corporation on an appeal before the United States Court of Appeals for the Fourth Circuit where the corporation sought damages for the misapplication and miscalculation of loan terms.
• Represented large corporations in stock and asset sales, tax-free and taxable mergers and acquisitions.
• Assisted multi-tier corporate conglomeration in converting into S corporation with numerous subchapter S subsidies.
• Served as counsel to client on tax penalty abatement case before the Internal Revenue Service.
• Represented executor/beneficiary in defending against a breach of fiduciary duty and will contest action.
• Represented numerous clients on federal estate, gift, generation-skipping, transfer, and income tax matters.
• Represented large corporate executive in successfully negotiating supplemental executive retirement plan and split dollar insurance arrangement.
• Represented client in structuring a part sale/part conservation easement gift to a government agency administered by both federal and West Virginia governments.
• Represented large estates in settling and dissolving various businesses upon the death of the decedent.
• Represented numerous clients on estate administration, elective share, and other probate matters in West Virginia, Pennsylvania and Ohio.
• Lead counsel in negotiating sale of a home health care business for $35M in which the transaction was structured as a stock sale with a 338(H)(10) election to provide tax treatment as an asset.
• Handled the sale of metals company for approximately $5M in which the purchaser used assets of the company as collateral.
• Represented companies in corporate acquisitions in the form of stock sales in excess of $2M.
• Purchase agreements between shareholders to cover limitations on transferability and buy-backs in stock and membership interest.
• Drafted restricted stock agreements to limit the vesting of stock to predetermined events and incorporated an 83(b) election to accelerate the taxation to the year of the transaction.