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Francesco A.Ferrante


O 937.443.6740

M 937.470.0598

Francesco A.Ferrante


Focus Areas

Tax Controversy

IRS Tax Audits

  • Deductibility of investment banking fees incurred in acquisitions
  • Deductibility of interest in leveraged COLI (Corporate Owned Life Insurance) arrangements relating to both post- and pre-1986 policies
  • Allocations of tax deductions between corporations following spin-off transaction and pursuant to tax sharing agreement
  • Status of preferred shares as 306 stock in recapitalization
  • 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
  • Quality Stores severance pay FICA refund claims
  • Advance payment FSC arrangement
  • NOL carryback CERT application
  • Liquidation-reincorporation arrangement challenged as a D reorganization

Ohio Executive Compensation Audits

  • Ohio taxation of former resident stock option exercises
  • Municipal taxation of deferred compensation arrangements payable to former residents

M&A: Tax Structuring and Negotiation of Tax Provisions

  • Mead/MeadWestvaco: Outside Tax Counsel for 20 years on all corporate planning and acquisitions, including split-up of Georgia Kraft, sale of Lexis-Nexis, Brunswick, Ampad, Micromedix, purchase of At-A-Glance, Mead Oxford, and consolidation of MeadWestvaco.
  • Robbins & Myers: Double merger stock-cash tax-free structure to execute $600 million acquisition of T-3 Energy Services; $2.5 billion cash acquisition of R&M by National Oilwell Varco.
  • Teradata: $525 million acquisition of Aprimo followed by integration restructuring.
  • TBC Corporation: Acquisition of Tire Kingdom, Merchant’s, Sears National Tire and Battery, and sale of TBC to Sumitomo.
  • Elder Beerman: Sale of Elder Beerman to Bon-Ton.
  • Amcast Corporation: Purchase and sale of various subsidiaries and divisions prior to bankruptcy and sale of Amcast.

 New Markets Tax Credit

  • Tax Counsel to five QALICBs regarding structuring, negotiating tax provisions, and providing tax opinions on transactions that closed in Cincinnati, Cleveland, Dayton, and Wisconsin involving office buildings, manufacturing facilities, hospital extension, and university related office, retail, and residential facility with US Bank, KeyBank, 5/3 Bank, JPMorgan Chase, and PNC Bank as investors.

 Tax Planning

  • Obtain rulings regarding transfer and future amortization of Section 59(e) unamortized research costs in connection with spin-off transactions (PLR 200812005 and 201033014)
  • Counsel on executive compensation deductions in Morris Trust spin-off transaction involving Section 336(e) election
  • Equity/Cash Sale of S corporation/LLC operations to allow combination of tax basis increase to buyer and tax-free rollover of appreciation to sellers
  • Submit ruling request regarding Section 45 black liquor tax credit; counsel on taxability of black liquor refundable tax credits
  • More than 50 like-kind exchanges, including build-to-suit situations, 65,000 acres of timberland exchange, synthetic lease arrangement involving airplane, and short term office lease
  • Transfer of multi-billion amount of student loan bonds in Section 150(d)(3) incorporation transaction
  • Permissible interest deductions when an affiliated group of corporations filing a consolidated return hold tax-exempt bonds
  • Split-dollar life insurance planning by public corporations following Sarbanes-Oxley loan prohibition
  • Contribution of shares of closely-held corporation to private foundation followed by redemption
  • Conversion of taxable holding companies to tax-exempt status
  • Large multi-national corporation pension plan investment in real estate through partnerships/LLCs
  • Earnings stripping interest deduction limitation on loans between tax-exempt organization and taxable subsidiaries
  • TEI Presentation, Southwest Ohio Chapter, regarding Executive Compensation developments, October 2013
  • NASPP (Ohio Chapter) Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Former Ohio Residents, August 2012
  • 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
  • Presentations 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
  • AV® Preeminent Rated by Martindale-Hubbell
  • Selected regularly to the Ohio Super Lawyers list
  • Selected for inclusion in The Best Lawyers in America© 2006-2024 for Litigation and Controversy-Tax, and Tax Law; named the Best Lawyers® 2017 and 2021 Litigation and Controversy-Tax “Lawyer of the Year”, and 2014, 2018, 2020 and 2023 Tax Law “Lawyer of the Year” in Dayton
  • Thomson Reuters Stand-out Lawyer, 2023
  • United Way Bench & Bar Society

Government Submissions

  • Submission to IRS and Treasury Regarding NMTC Structures and Supporting Analysis; January 2015
  • Comment Letter and discussion on Ohio HB5 to revise municipal income tax on retirement benefits and de minimus exemption for days worked in Ohio; 2013 and 2012
  • Provide comment through ABA Tax Section and discussion with IRS regarding June 2011 proposed regulations on $1 million compensation deduction limitation transition period exemption for new public corporations
  • Invest Ohio, work with Ohio Department of Development and Ohio Department of Taxation on Q&As relating to implementation, July 2011
  • Comment Letter and discussion regarding Ohio Department of Taxation proposal to revise standard for Ohio taxation of stock options exercised by former residents; November 2010
  • Nonapplication of New §1411 3.8% Tax to Deferred Compensation Earnings; August 2010
  • Comment letter to Treasury regarding effective date of legislative proposals to expand $1 million compensation deduction limitation; November 2008
  • Extensive telephonic meetings with Treasury Benefits Tax Counsel and Treasury Attorney Adviser regarding 409A legislative proposals, August 2004
  • Comment Letters and meeting with IRS regarding application of §280G in Merger of Equals Transactions 2002 TNT 96-34, 2002 TNT 128-17
  • Draft Ohio legislation regarding municipal taxation of nonqualified deferred compensation on a when earned basis, rather than when paid basis; 2002
  • Meeting with IRS/Treasury in connection with §280G reproposed regulations on open issues relating to compensation payable on change in control, May, 2001
  • Comment Letter to IRS regarding Notice 2001-10 involving Split Dollar Insurance Arrangements 2001 TNT 76-17
  • ABA Tax Section Comment Letter to IRS on Open Issues in §1031 Like-Kind Exchange 95 TNT 155-22
  • Comment Letter to IRS regarding §162(m) $1MM Deduction Limitation or Compensation Paid to Officers of Public Corporation 94 TNT 27-42
  • Comment Letter to IRS regarding §737 Effective Date Regarding Property Contributed to Partnership 92 TNT 232-23
  • Comment Letter to IRS regarding §280G Golden Parachute Provision (29 Comments) 89 TNT 120-30
  • Comment Letter to IRS regarding §280G Golden Parachute Provision on the priority of payments within the 2.99 limitation 89 TNT 202-39
  • Comment Letter to Treasury/IRS Permitting Transfer of ISO Shares to Spouse and Avoid Disqualifying Disposition of ISO Shares following §1041 Enactment
  • Comment Letter to IRS regarding Refundable Entry Fees Paid by Elderly to Residential Facilities as Loans Within §7872 86 TNT 24-62

2014 Summaries of Current Developments Circulated as Value-Adds

  • Review of Tax Court Decision Holding Receipt of Airline Tickets in Redemption of Citibank Thank You Points Is Taxable Income
  • Summary of NMTC Reports issued by Sen. Coburn and GAO, August 2014
  • Summary of NYS Department of Taxation Release regarding NYC Metropolitan Commuter Transportation Mobility Tax and Deferred Compensation TSB-A-14(2)MCTMT
  • Updates regarding Pension Smoothing Legislative Action and Highway Bill
  • Ohio litigation regarding municipal taxation of SERPs and RITA exemption for “pensions”  William MacDonald v. Shaker Heights
  • Interest Payable by IRS to Hospitals on FICA refund claims
  • Status of Discussions on Dual Status of Partner as Employees
  • California Legislative Activity to Tie Corporate Tax Rate to CEO Pay
  • Extension of Ohio Small Business Tax Deduction
  • IRS Memo regarding payments by car manufacturers to dealerships to upgrade facilities as taxable income AM2014-004
  • Legislative Activity on Mobile Workforce State Income Tax Simplification Act to provide 30 days in-state work without state income tax
  • Legislative Activity to delete performance-based compensation exemption to $1 million deduction limitation and further expand limitation
  • Updates on Quality Stores FICA tax Supreme Court matter
  • Rep. Camp (Chair House Ways & Means) Tax Reform Proposals – review of specific proposals
  • NYS Tax Reform proposed income tax de minimus exemption for days worked by non-resident
  • Multistate Worker Tax Fairness Act and NYS Convenience-of-the-Employer Test
  • Final Section 83 regulations and substantial risk of forfeiture
  • LB&I update regarding success-based fees, expanded milestone payments and fairness opinion cost and discuss with LB&I LB&I-04-0114-001
  • Revised Ohio Non-Resident Personal Income Tax De Minimus Safe Harbor IT 2014-01
  • Participate on summary regarding taxation of bitcoin IR-2014-36

Adjunct Professor

  • “Tax-Free Corporate Reorganizations” · University of Cincinnati, Masters of Tax Program, Three Semesters

Committee Positions Held at Thompson Hine

  • Executive Committee, Retirement Issues Committee (Chair), New York Office Relocation Tax Planning Committee, New York Office Integration Committee, Mission Statement Committee, Billing and Collections Committee, Lawyer Personnel Committee, and New Lawyer Committee

Bar Admissions

  • American Bar Association, Tax Section
  • Dayton Bar Association


  • 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

Bar Admissions

  • New York
  • Ohio