Nathan E. Holmes

Practices

• Tax

Professional Experience

Nathan is a member of the firm's Tax practice group. His practice is focused on U.S. federal income tax planning in three major areas:

Executive Compensation

Nathan regularly advises public and private companies regarding the design, implementation and administration of executive compensation arrangements, including deferred compensation plans, annual and long-term incentive arrangements, equity compensation plans, employment, change in control and severance arrangements and fringe benefit programs. Nathan works with companies across a range of industries, including manufacturing, technology, retail, media and utilities.

Transactional Tax Planning

Nathan provides tax advice for various domestic and cross-border business transactions, including mergers, acquisitions, divestitures, financings and new business ventures.

Tax-Exempt Organizations

Nathan advises a variety of nonprofit organizations, including public charities, private foundations and trade associations.

Education

• New York University School of Law, LL.M., 2003
• University of Cincinnati College of Law, J.D., 2001
• University of Cincinnati, B.A., 1996

• Executive Compensation
  
  
• Advising public and private companies regarding compliance with Section 409A deferred compensation rules, including design, implementation and amendment of plan documents, establishment of equity and incentive plan awards, negotiation of employment agreements, administration of deferral plans and correction of operational errors.
• Advising U.S. multinationals and executives regarding cross-border executive compensation issues, including Section 457A limits on deferral of certain offshore compensation, deductibility of compensation and Section 409A compliance.
• Advising public companies regarding Section 162(m) limit on deductible compensation, including implementation of performance-based compensation arrangements.
• Advising public and private companies regarding Section 280G golden parachute tax rules in connection with changes of corporate control.
  
  
• Transactional Tax Planning
  
  
• Part of team that obtained the first two letter rulings issued by the IRS regarding deduction of unamortized research costs in connection with spin-off transactions.
• Advised U.S. corporation regarding acquisition of foreign holding company and unwinding attendant "sandwich" structure.
• Advised U.S. public company regarding cross-border private placement of debt.
• Advising a U.S. public company on expanding its business to a U.S. possession.
• Obtained letter rulings for U.S. mutual funds regarding use of offshore subsidiary for commodities investments.
• Tax counsel to public company regarding $250 million issuance of convertible debt.
• Tax counsel to regulated investment companies regarding tax-free reorganization of mutual funds.
  
  
• Tax-Exempt Organizations
  
  
• Counsel to employer-sponsored public charity disaster relief fund.
• Obtained letter ruling from IRS regarding trade association's participation in joint venture.
• Assisting various nonprofit organizations (including charitable organizations, scientific research organizations and trade associations) in obtaining federal income tax exemption.
• Advising private foundations regarding grant making activities, including scholarships and program-related investments.
• Advising exempt organizations regarding unrelated business income tax (UBIT) rules and limitations on political activities.

• Thoughts on Say-on-Pay Frequency · Securities Law 360, (with J. Shane Starkey), November 2010
• Hostile Takeover Defense Expenses: Capitalization or Deduction? · 69 U. CIN. L. REV. 1083, 2001
• The Age Discrimination in Employment Act of 1967: Are Disparate Impact Claims Available? · 69 U. CIN. L. REV. 299, 2000

• Deducting Bonuses and Other Incentive Compensation, Tax Executives Institute, Cincinnati Chapter, February 2012
• Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Non-residents of Ohio, Tax Executives Institute, Cincinnati Chapter, February 2012
• S Corporation Elections: Tax Considerations for Existing C Corporations, Cleveland Tax Institute, November 2007
• Recent Cases and Rulings, Southwestern Ohio Tax Institute, December 2005