Francesco A. Ferrante

Practices

• Tax

Professional Experience

Frank focuses his practice on the federal income taxation of corporations; structuring and compliance of executive compensation arrangements (e.g., bonus programs, deferred compensation, stock options and change in control arrangements) within tax limitations of Section 409A, Section 162(m) (i.e., the $1 million deduction on executive pay), Section 280G (i.e., nondeductibility and 20% excise tax penalty on certain amounts paid on change in control) and ISO provisions; tax structuring and contract tax provisions in M&A transactions; and like-kind exchanges.

Frank is admitted to practice in Ohio and New York.

Education

• New York University School of Law, LL.M., 1981
• Syracuse University College of Law, J.D., 1979, with honors
• St. John's University, B.A., 1976, with honors

• Tax Controversy:

• Application of Section 280G in pre-2004 Public Company Merger of Equals situation having overlapping shareholders
• Monetization of installment notes received on sale of subsidiary corporation
• Deductibility of investment banking fees incurred in acquisition context
• Status of preferred shares as 306 stock
• Deductibility of interest in leveraged COLI ("Corporate Owned Life Insurance") arrangements relating to both post- and pre-1986 policies
• Advance payment FSC arrangement
• NOL carryback CERT application
• Liquidation-reincorporation arrangement challenged as a D reorganization
• Municipal taxation of deferred compensation arrangements
  
  

• M&A:  Tax Structuring and Negotiation of Tax Provisions:

• Mead/MeadWestvaco Corporation:
• Sale of Mead Data Central (Lexis Nexis)
• Sale of Micromedix
• Sale of Ampad
• Sale of Brunswick
• Split-up of Georgia Kraft
• Purchase of At-A-Glance
• Purchase of Mead Oxford
• Mead-Westvaco Consolidation
  
  
• TBC Corporation:
• Purchase of Tire Kingdom
• Purchase of Merchant's
• Purchase of Sears National Tire and Battery
• Sale of TBC to Sumitomo
  
  
• Elder Beerman:
• Sale of Elder Beerman to Bon-Ton
  
  
• Amcast Corporation:
• Purchase and sale of various subsidiaries and divisions and sale of Amcast
  
  

• Tax Planning:

• Drafting ruling request and discussion with IRS regarding Section 45 Biomass tax credit
• Drafting ruling request and discussion with IRS regarding transfer of unamortized research costs in connection with spin-off transaction (PLR 200812005)
• Approximately 50 like-kind exchanges, including build-to-suit situation, 65,000 acres of timberland exchange, synthetic lease arrangement involving airplane and short term office lease
• Tax opinions in tax free acquisition contexts
• Large multi-national corporation pension plan investment in real estate through partnerships/LLCs
• Conversion of taxable holding companies to tax-exempt status
• Contribution of shares of closely-held corporation to private foundation followed by redemption
• Bankruptcy reorganizations
• Split-dollar life insurance planning following Sarbanes-Oxley loan prohibition
• Interest deduction in connection with tax-exempt bonds owned by an affiliated group of corporations filing a consolidated return
• Earnings stripping interest deduction limitation on loans between tax-exempt organization and taxable subsidiary
• Transfer of Tax-Exempt Bonds in Section 150(d)(3) incorporation transaction

• Draft article regarding deferred corporation and municipal taxes/Cincinnati v. Northern Kentucky, 2002
• Assisted on article regarding Tax Treatment on Employee Stock Options in Mergers and Acquisitions 2001 TNT 38-83
• Incentive Stock Option and the Alternative Minimum Tax Part I - After the Technical and Miscellaneous Revenue Act of 1988 42 Tax Notes 499
• Incentive Stock Options and the Alternative Minimum Tax Part II - After the Omnibus Budget Reconciliation Act of 1989

• TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, March 2007
• TEI Presentation to Southwest Ohio Chapter on 409A Deferred Compensation, October 2004
• TEI Presentation to Cleveland Chapter regarding Executive Compensation, May 2004
• Presentation to (a) Ohio Commissioner Zaino and staff, (b) Ohio Tax Commissioner Advisory Council and (c) TEI Columbus Chapter regarding deferred compensation and municipal taxes, 2001 and participate in drafting of current Ohio law
• TEI Presentation to Southwest Ohio Chapter regarding Tax Issues in Corporate Merger and Acquisition Agreements, May 2001

• Martindale-Hubbell - AV Rated
• Listed in The Best Lawyers in America, 2012
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine in 2007