Mark A. Conway
Practice Group Leader, Personal & Succession Planning
Mark is the group leader of the firm's Personal & Succession Planning practice. He works with families of significant wealth throughout the firm's offices. He focuses on the tax, business and estate planning needs of U.S. and foreign executives, investors and business owners and represents taxpayers before the Internal Revenue Service to obtain advanced rulings and to resolve audit disputes.
Tax and Business Planning
- Designed numerous holding company (family office) arrangements, pooled investment funds, preferred partnership/stock recapitalizations, inter family installment sales to grantor trusts, self canceling installment notes, private annuities and tax free corporate divisions to accomplish a variety of family investment, tax and business objectives.
- Designed numerous generation skipping trusts to hold voting control of family-owned businesses.
- Designed transaction involving recapitalization of a bank holding company's capital structure to have voting and nonvoting shares, sale of nonvoting shares to grantor trusts, S corporation election, and change in control filings with the Office of Thrift Supervision.
- Designed transaction for holder of a self canceling installment note to transfer the same to a short term (zeroed out) GRAT to remove the contingent principal payment from the holder's estate in the event holder survives the maturity of the note.
- Provided tax advice on collar transactions and prepaid forward contracts for concentrated positions of publicly traded shares.
- Represented taxpayers in IRS gift and estate tax audits involving valuation of family limited partnerships, S corporations and other entities.
- Advised a South American family concerning U.S. income and estate tax consequences of restructuring of foreign entities and transfer of equity in the same to U.S. family members.
- Advised foreign investors concerning U.S. income and estate tax consequences of ownership of U.S. real property and business interests.
- Designed U.S. investment entity for family's charitable and non-charitable trusts to allow trusts to pool investments in off shore hedge funds.
- Designed grantor trust transaction for U.S. citizen to transfer assets to French national child (non U.S. citizen) without the child being subject to (i) French income tax on trust distributions, (ii) French wealth tax on trust assets, and (iii) the French donation duty on distributed assets. Obtained ruling from the French Tax Administration for these results.
- Represented taxpayers in IRS Voluntary Disclosure Program to avoid criminal prosecution for failure to report off shore bank accounts.
- Designed numerous family foundations and supporting organizations to facilitate charitable and business succession planning objectives.
- Advised private foundations concerning private foundation excise taxes with respect to self-dealing transactions, investments and excess business holdings, and expenditure responsibility and international grant making requirements.
- Experienced with all types of charitable giving arrangements.
- Created first of its kind medicaid pooled trust for a community foundation by which members of the family of an individual with disabilities may acquire a charitable gift annuity for such individual's benefit to be administered through the pooled trust. Obtained classification of the pooled trust as a supporting organization to the community foundation through Tax Court litigation (Disability Foundation vs. Comm.).
- Advised public company concerning merger of foundations in connection with a public company merger, including the design of related governance documents and investment arrangements.
- Advised family concerning combination of charitable trust and foundation, including obtaining ruling from the IRS to confirm intended tax results.
- Advised public charity concerning classification of funds under Uniform Prudent Management of Institutional Funds Act.
- Advised public company concerning creation of employee relief fund and obtained IRS classification of the fund as a public charity.
- Represented natural born descendants to obtain Court order that the term "issue" as used in trusts created by their ancestors in 1933 and 1951 did not include adopted children.
- Obtained Court order to "decant" trust into a new trust to accomplish family’s wealth and tax objectives.
- Obtained Court order to reform and terminate decedent's testamentary trust to allow beneficial interests in trust for "skip persons" to be distributed to them in 2010 without imposition of generation skipping transfer tax.
- Represented corporate fiduciary in Court proceeding concerning estate tax apportionment issues associated with fixed price buy sell arrangement.
- "New Required Minimum Distribution Rules," Banking Law Journal, March 2001
- "Changing the Irrevocable Trust to Solve Administrative or Distributive Issues," Palm Beach Investment Research Group, Inc., 2014
- "Keeping Up With Tax Laws," Culver Educational Foundation - Family Foundation Seminar, 2013"
- Current Topics in Business Succession Planning," United States Law Firm Group – Trusts and Estates Practice Committee Meeting, 2011
- "Private Foundation: Bracing for the Impact of Legislative and Other Developments," Ohio Society of CPAs Non Profit Conference, 2005
- "Key Concepts in Estate Planning for Foreign Nationals Residing in the U.S.," American College of Trust and Estate Counsel, Ohio Meeting, 2004
- "Current Issues in Business Succession Planning," Ohio CLE Institute; American College of Trust and Estate Counsel, Ohio Meeting, 2003
- "Top Ten Charitable Giving Vehicles (Strategies) in the New Millennium," Ohio Society of CPAs, 2002
- "Choosing Among A Private Foundation and the Alternatives: The Supporting Organization and Donor Advised Fund," Planned Giving Council of Dayton, 2001
- "Charitable Giving Strategies Using Subchapter S Corporations," Planned Giving Council of Dayton, 2000
- "Estate Planning Strategies for the KeyBank Investment Management IRA," KeyBank, 1999
- "Funding and Drafting Considerations in the Creation of Family Limited Partnerships," Ohio State Bar Association, 1998
- "Developments in Estate Planning/A Workshop to Evaluate the Plan," Ohio Society of CPAs, 1998
- "Family Owned Business Deduction (Exemption)," Dayton Bar Association, 1998
- "Current Charitable Giving Strategies," Kentucky Bar Association and Kentucky Society of CPAs, 1997
- "Advanced Charitable Tax Planning," Northern Ohio Planned Giving Council, 1997
- "Qualified Domestic Trusts/Marital Planning for the Non-U.S. Citizen Spouse," Dayton Bar Association, 1995
- "Qualified Personal Residence Trusts," Dayton and Hamilton Bar Associations, 1994, 1995
- "Use of 'Defective' Grantor Trusts to Save Estate Taxes," Ohio Bar Association and Ohio Society of CPAs, 1994
- "Using Business Organizations in Estate Planning," Cleveland Estate Planning Institute, 1994
- Fellow, American College of Trust and Estate Counsel - Ohio State Chair elect
- Consistently listed in The Best Lawyers in America since 2006; recognized in 2011 as a Lawyer of the Year in the area of Trusts and Estates
- Consistently listed in Super Lawyers by Ohio Super Lawyers magazine since 2005
- Burton Award for Legal Achievement, 2002
- Ohio State Bar Association
- State Bar of California
- District of Columbia Bar
- United States Tax Court
- Greater Dayton Mental Health Foundation, board member
- St. Leonard, former board member (vice chair)
- The Disability Foundation, former board member
- Grandview Hospital Foundation, former board member
- Greater Dayton Planned Giving Council, former board member
- The Dayton Foundation Marketing Committee, former board member
- Dayton Council on World Affairs, former board member