direct Assistant: Lisa McNatt

Transcription

1 J. LEIGH GRIFFITH Partner direct Assistant: Lisa McNatt Nashville City Center 511 Union Street Suite 2700 Nashville, TN fax In over 40 years of practicing tax and business law, Leigh Griffith has helped clients grow their business from the startup stage to multimillion-dollar business entities. His practice focuses on tax and business law, including tax structuring for transaction-oriented businesses, healthcare companies, private equity firms, Limited Liability Companies (LLCs) and partnerships. Leigh's experience also includes the formation of captive insurance companies to provide business owners and their families with a cost-effective risk management vehicle that offers potential tax-saving advantages. Clients and colleagues regularly turn to him for his deep knowledge of tax at the state and national levels to structure transactions, business organizations and family office investment structures and to evaluate tax positions. With the advantage of being based in Nashville, he also specializes in the intersection of non-profit tax law, for-profit tax law and healthcare regulatory law. He creates the first LLC in the state of Tennessee and was the principal draftsman for the Tennessee LLC Act. Leigh is also a sought-after seminar leader for continuing professional education programs and has a featured column, "The Passthrough Partner," in Taxes Magazine, published bimonthly by CCH Tax and Accounting. His background as a certified public accountant has contributed to groundbreaking legal work, including: Creation of the first LLC in Tennessee Development of the Double Holdco LLC structure for the home healthcare industry Principal draftsman of the Tennessee LLC Act Participating in the first life insurance/annuity combination securitization, recognized by the rating agencies as a new security and a new asset class American Bar Association Tax Section Advisor to National Conference of Commissioners on Uniform State Laws - Series of Unincorporated Business Entities Drafting Committee Excited by the intellectual challenges presented by the ever-changing landscape of tax laws, Leigh provides advice that "looks around the corner" and he "looks out the windshield rather than just in the rear-view mirror." Recognitions Best Lawyers recognizes Leigh in the categories of Government Relations Practice, Litigation & Controversy Tax, and Tax Law. Leigh is also one of only two Tennessee Fellows of the American College of Tax Counsel. Recently listed as a "2017 Mid-South Super Lawyer" Education

2 LL.M., New York University, 1977 J.D., Vanderbilt University Law School, 1976 B.A., magna cum laude, University of Virginia, 1973 Phi Beta Kappa Bar Admissions Tennessee New York District of Columbia Professional Certified Public Accountant in Tennessee and Mississippi One of approximately 650 Fellows of the American College of Tax Counsel - one of two Tennessee representatives Member, Tax Law Advisory Board, Strafford Publications, Inc. Member, Nashville Bar Association, active in the tax practice area Member, American Bar Association, Section of Taxation Chair, Limited Liability Companies and Limited Liability Partnerships Subcommittee Partnership Taxation Committee Committee on State and Local Taxation Task Force on Proposed Series LLCs Regulations ABA Section of Taxation Advisor to the National Conference of Commissioners on Uniform State Laws Drafting Committee, Series of Unincorporated Business Entities Act Member, Board of Nashville Estate Planning Council Member, District of Columbia and Tennessee Bar Associations Charter Life Member, The American Tax Policy Institute Member, Council of the Tennessee Society of Certified Public Accountants Member, TSCPA Federal Tax Conference Chairman, Member, TSCPA Council, Member, TSCPA Tennessee Tax Conference, TSCPA 2002 Committee Chairman of the Year Recipient of TSCPA Special Recognition Award Former Reporter for the Tennessee Bar Association Task Force on Limited Liability Companies Former Member, American Bar Association Committee on Appointments to the Tax Court Former Member, American Bar Association's Long Range Planning Task Force of the Section of Taxation Former Member, New York State Bar Association Past commitments to the American Bar Association, Section of Taxation have included serving as Law Student Division Liaison to the Section, a member on the Joint Committee on Educational and Tax Litigation Clinic, the Tax Structuring and Simplification Committee, the Formation of Tax Policy Committee, the Task Force on Pass-Through Entities, the Committee on Government Submissions, the Nominating Committee, Environmental Tax Committee, Low Income Taxpayer

3 Committee Chairman and the Ad Hoc Committee on the Uniform Limited Liability Company Act and the Limited Liability Company Task Force Prior Affiliations Ernst & Ernst, Nashville, TN, Articles Code Sec. 199A Deduction 20% Off Qualified Trade or Business Taxable Income? Maybe? Part II, by, Taxes - The Tax Magazine "Opportunity Zone Benefits; Nuts and Bolts; and Loose or Missing Screws," By and Shane P. Morris, Taxes - The Tax Magazine "Passthrough Partner: Disguised Sales Unmasked, Co-authored by, Taxes - The Tax Magazine "Series LLCs Part 2 - Current Status, Multi-State Issues and Potential Uniform Limited Liability Company Protected Series Act," By and Alberto R. Gonzales, Taxes - The Tax Magazine "Series LLCs Part 1 - Current Status, Multi-State Issues and Potential Uniform Limited Liability Company Protected Series Act," By and Alberto R. Gonzales, Taxes - The Tax Magazine "Passthrough Partner: Personal Goodwill and Passthrough Entities" by, Taxes - The Tax Magazine "Passthrough Partner: Cancellation of a Nonlapse Restriction Compensation Surprise?" by J. Leigh Griffith, Taxes - The Tax Magazine "Vodafone Variance: The Commissioner's Power to Override the Rules" by, Tennessee CPA Journal "Passthrough Partner: New Partnership Audit and Collection Rules," by Leigh Griffith, Taxes - The Tax Magazine "New Partnership Future Audit and Collection Rules Require Review and Revision of Partnership (and LLC) Agreements," by, Tennessee CPA Journal "Passthrough Partner: S Corporation or Not? Transactions and Questionable S Corps," by Leigh Griffith, Taxes - The Tax Magazine Leigh Griffith authors "Passthrough Partner: Disguised Payment for Services in a Capacity Other Than That of a Partner" on Taxes The Tax Magazine "Tennessee Franchise and Excise Tax - Obligated Member Entity Requirements," by J. Leigh Griffith, Tennessee CPA Journal "Passthrough Partner: Any Partner, Member or Manager May Sign a Partnership Return. Right?," by, Taxes - The Tax Magazine "Passthrough Partner: Partners and W-2 Employee Status," by, Taxes - The Tax Magazine "Passthrough Partner: Partnership Options, Warrants, Convertible Debt and Convertible Equity - Not for the Start-Up or Unsophisticated" by and Shane P. Morris, Taxes - The Tax Magazine "SCorporations: New Regulations, Back-to-Back Loans an Adjusted Basis of S Corporation Debt," by Leigh Griffith, TAXES Magazine

4 "The Variance Wildcard to Tennessee Apportionment - Vodafone," by Leigh Griffith, Tennessee CPA Journal (TSCPA) "Profits, Interests, Capital Interest, and the Holder as Partner," by Leigh Griffith, Real Estate Taxation Vol. 41, No. 4 (Thomson Reuters) Mergers and Conversions Statutory Authority and Federal Taxation - How You Do It Can Make a Difference "Broz v. Commissioner: How Not to Structure Back-to-Back Loans to an S Corporation," coauthored by Leigh Griffith, Taxes Magazine "Series LLCs December 2013 Update on Recent State Legislative and Taxation Developments," by Leigh Griffith, Tax Management Memorandum (BNABloomberg) "Transfer of Partnership Interest for Services Revisited - Part," by Leigh Griffith, Taxes Magazine "Comment Letter re: SB1635 and the Restructuring of Tennessee Tax Assessments," by Leigh Griffith, Tennessee Bar Association (and forwarded to the Commissioner of Revenue) "The Necessity for a Written Operating Agreement," by Leigh Griffith, TSCPA Journal "Transfer of Partnership Interest for Services Revisited - Part I," by Leigh Griffith, Taxes Magazine "Historic Rehabilitation Tax Credit and Other Tax Credit Incentive Structures in Limbo Awaiting IRS Guidance," by Leigh Griffith, TSCPA Journal "Series LLCs: Survey of States' Response to the Proposed Federal Tax Rules," co-authored by Leigh Griffith, Business Entities "Code Sec. 336(e) Corporation to Partnership, Tax Alchemy? Important New Tool for Stock Acquisitions-27 Years in the Making," by Leigh Griffith, Taxes Magazine "A Corporate Provision Important to the Partnership Tax World? IRC 336(e)," by Leigh Griffith, TSCPA Journal "Tangible Personal Property Tax Reporting: Traps for the Unwary," by Leigh Griffith and Chris Wilson, TSCPA Journal "Pass-Through Entities - Update: Will the States Conform to Federal Classification of Series LLCs Once the Proposed Regulations are Finalized?," co-authored by Leigh Griffith, Bloomberg BNA Tax Management Weekly State Tax Report "Comments on Proposed Series LLCs Regulations," co-authored by Leigh Griffith, ABA Section of Taxation's Submission to IRS "IRS Code Section 1202 Exclusion of Capital Gain from Taxation," by Leigh Griffith, TN CPA Journal The Fiscal Cliff: Crisis Averted?, by Leigh Griffith, TSCPA Online "Out of the Fiscal Ditch, but Still on the Cliff: Tax Provisions of the Fiscal Cliff Legislation," by Leigh Griffith, TN CPA Journal "New Tax Increases Unlikely to Encourage Investment, by Leigh Griffith, The Hill. "Proposed Amendments to Circular 230: Sanity Regained -- Balance Restored?," by Leigh Griffith, TSCPA Journal Non-Profit Single-Member Limited Liability Companies Coming of Age, by Leigh Griffith, Tennessee CPA Journal "Section 83(b) Revised Proposed Regulations and Partnerships," by Leigh Griffith, Tennessee CPA Journal TENNESSEE CPA JOURNAL, "The LLC is the Entity of Choice for Tennessee"

5 TENNESSEE BAR JOURNAL (lead story), "40 Percent Strict Liability Penalty: What Tax and Transaction Attorneys Need to Know" "Disregarding 754 Elections? A Harbinger of Things to Come," by Leigh Griffith, Tennessee CPA Journal "Rational Non-Tax Motivated Partnership Actions Potentially Trigger UBTI for Exempt Organizations and Pensions under Fractions Rule," by Leigh Griffith, TSCPA Journal "Troubled Times for Real Estate Partnerships," Leigh Griffith, TSCPA Journal "Can Your Practice Benefit from Small Employer Medical Insurance (SEMI)?," by Leigh Griffith, Modern Medicine "Getting to the Root of the Small Employer Medical Insurance Tax Credit: Is it Right for Your Practice?," by Leigh Griffith, Dental Economics "Mixing Oil & Water: Exempt Organizations and Troubled Real Estate Partnerships," by Leigh Griffith, Tennessee Bar Journal "Tax Provisions of the Patient Protection and Affordable Care Act," by Leigh Griffith, TSCPA Journal (Cover Story) "The American Recovery and Reinvestment Act of 2009: HR1 Stimulus Tax Provisions," by Leigh Griffith, TSCPA Journal "The Emergency Stabilization Act of 2008: What Its Provisions Mean for CPAs," by Leigh Griffith, TSCPA Journal Article of the Year for the Journal of the Tennessee Society of Certified Public Accountants Bulletins President Signs Tax Bill into Law After Harvey: Tax and Other Relief for Individuals and Businesses Tax Provisions that Help Employers Facilitate Hurricane Relief Trump s Principles for Tax Reform The Door Isn t Closed, But It s Closing: New IRS Regulations Will Restrict Valuation Discounts Tennessee Department of Revenue Proposes Economic Nexus Regulation for Sales and Use Tax Tennessee Adopts Sweeping Tax Changes via Revenue Modernization Act Tennessee Seeks to Adopt Sweeping Tax Changes via Revenue Modernization Act Tennessee Seeks to Adopt Triple Weighted Sales Factor for Apportionment Purposes President Obama to Propose Significant Changes to How Capital Gains and Investment Income Are Taxed Both During Life and at Death Management Company May Achieve Tax Savings by Consolidating PC Into Income Tax Return Waller Launches Comprehensive Ebola Legal Resource Site for Employers IRS Announces Federal Income Tax Developments Related to the West African Ebola Outbreak Participate in an ACO? Are Your Hospital's Bonds Still Tax Exempt? Opposition to Corporate Inversions Growing on Capitol Hill Supreme Court Ruling Puts Inherited IRAs at Risk in Bankruptcy Proceedings Alabama Creates Independent Tax Tribunal Alabama Department of Revenue Proposes Sweeping Changes to Regulations Addressing Local Sales and Use Tax Nexus

6 The Tax and Spending Perils of Pauline Continue - The Benefits of Investing May Diminish Further Out of the Fiscal Ditch, but Still on the Cliff - the Tax Provisions of the Fiscal Cliff Legislation Passed by the House and Senate on January 1, 2013 Tennessee Gift Tax Repeal and Tennessee Inheritance Tax Phase Out Signed Into Law By Governor Relief for Tennessee Storm Victims, March 22, 2012 Signal Mountain: Judge Rejects Use of "Value in Use" Standard Tennessee Legislature Passes "Technical Corrections" and "Incentives" Bills and Other 2011 Tax Legislation Relief for Tennessee Storm/Tornado Victims Relief for Alabama Storm/Tornado Victims Relief for Mississippi Storm/Tornado Victims April 18th Deadline Approaching for Individual Flood Victims to Take Advantage of Expired Disaster Loss Provisions Estates of Decedents Passing in Extension of Election to Opt Out of Estate Tax and Allocation of Basis to Assets New Alabama Regulations May Impact Your Business Privilege Tax Filing Obligations Estate and Gift Tax Provisions Contained in the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 Income Tax Provisions Contained in the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 Tennessee Legislature Passes "Technical Corrections" Bill "The Patient Protection and Affordable Care Act: Select Tax and Fee Provisions," Healthcare Tax Bulletin Debt Ceiling Increase and Limited Statutory Pay Go Supplementing the Current Broader Non- Statutory Pay Go Rules Media Mentions "States' suit against SALT cap faces significant obstacles," Leigh Griffith quoted in Law360 "Keep Doctors, Lawyers Out of a Lower Tax Rate? Complicated," Leigh Griffith quoted in Bloomberg BNA, Bloomberg Tax, and Bloomberg Law "Senate Bill Offers Better Benefits for Law, Accounting Firms," Leigh Griffith quoted in Bloomberg BNA, Bloomberg Tax, and Bloomberg Law Legislators consider broader tax for online retailers, Leigh Griffith quoted in The Tennessean Paid Overpayments, Settlements Could Be Tax Deductible, Leigh Griffith quoted in Medical Practice Compliance Alert "A Closer Look at How States will Treat Series LLC Employment Taxes," Leigh Griffith quoted in Bloomberg BNA s Weekly Round-Up "ABA Tax Section Comments on Series Entities," Leigh Griffith referenced, Tax Analysts, Tax Notes Today "Strategies to Deal with Higher Taxes (Sometimes It's Better to Pay)," Leigh Griffith quoted and pictured in the New York Times "The 1040 Blues," Leigh Griffith quoted in the New York Times

7 "Consoling Clients Who Have 'Gifting Remorse,'" Leigh Griffith quoted in Reuters UK Explanations and Advice for Those Hit Hardest by New Tax Increases, Leigh Griffith quoted in The New York Times "$550M Powerball Jackpot Entices Tennesseans to Play, Leigh Griffith consulted by WKRN, News Channel 2 (Nashville) Events Leigh Griffith presenting "The New Partnership Tax Audit Regime Effective 2018: Update on the Surprising IRS Views With or Without Regulations" at the American Health Lawyers Association Tax Issues for Health Care Organization Conference "The New Partnership Tax Audit and Collection Regime: The Partnership Representative," Presented by, ABA Secton of Taxation LLP/LLC Subcommittee "What Am I? Dual Status as Partner and Employee," Presented by, ABA Tax Section Partnership Committee Leigh Griffith to address Tennessee Revenue Modernization Act at TSCPA Knoxville event May 12, ABA Section of Taxation Mid-year Meeting, Leigh Griffith, Chair of LLCs and LLPs Subcommittee of Partnerships (Phoenix, AZ) "Series LLCs - December 2013 Update on Recent State Legislative and Taxation Developments," Leigh Griffith, Co-Presenter, Bloomberg BNA's Tax Advisory Board Meeting "Real Estate Tax Incentives," Leigh Griffith, Moderator, 2013 Tennessee Federal Tax Conference "336(e) - Expanded Opportunity for Basis Step-Up and More in Corporate Acquisitions," Leigh Griffith, Presenter, 2013 Tennessee Federal Tax Conference "Valuation Methods and Strategies for More Tax-Effective Physician Practice Acquisition Transactions," Leigh Griffith, Co-Presenter, AICPA 2013 National Healthcare Conference (New Orleans) 2013 ABA Section of Taxation Joint Fall CLE Meeting, Leigh Griffith, Chair of LLCs and LLPs Subcommittee of Partnerships (San Francisco, CA) "Leveraging Final Sect. 336(e) Regulation Benefits in Acquisitions and Corporate Spin-Offs," Leigh Griffith, Co-Presenter in a live teleconference sponsored by Strafford "Update on the State Survey in Regard to the Proposed Series LLC Regulations," Leigh Griffith, co-presenter, ABA Section of Taxation, LLC and LLP Subcommittee of Partnerships and LLC Committee, 2013 Meeting 2013 ABA Section of Taxation May Meeting, Leigh Griffith, Chair of LLCs and LLPs Subcommittee of Partnerships (Washington DC) "Federal Tax Classification of Series LLCs," Leigh Griffith, Presenter, Lorman Audio Webcast 2012 American Taxpayer Relief Act Webcast, Leigh Griffith presenting for the Tennessee Society of CPAs (TSCPA) "The Taxpayer Relieft Act of 2012 and Selected TN Tax Update," Leigh Griffith, Presenter, Chattanooga Tax Practitioners "Update on Entity Matters and Surprises (not Necessarily Pleasant)," Leigh Griffith, Presenter, Tax Practitioner's Meeting

8 BDO's "Memphis Year-End Tax and Accounting Update," Leigh Griffith, Speaker BDO's "Nashville Year-End Tax and Accounting Update," Leigh Griffith, Speaker "LLC Profits Interest - Benefits and Pitfalls," Leigh Griffith, Presenter, TSCPA Tennessee Federal Tax Conference "Contractor State Tax Developments with a Multi-State Twist," Leigh Griffith, Presenter, TSCPA Construction Conference "LLCs and Compensatory Interests," Leigh Griffith, Presenter, Chattanooga Tax Practitioners BDO's "Mid-Year Accounting and Tax Update Seminar", Leigh Griffith, Speaker "Economic Substance / No Fault Penalty: IRC Sections 7701(o), 6662(b)(6)(i), 6664(c)(2), and 6676(c)," Leigh Griffith, Presenter, TN Federal Tax Conference "Economic Substance / No Fault Penalty," Leigh Griffith, Presenter, No Name Tax Club "Tennessee Franchise & Excise Tax Developments," Leigh Griffith, Presenter, TSCPA State Tax Conference "Tax Practice 2010 not 2020," Leigh Griffith, Presenter, Chattanooga Tax Practitioners "Patient Protection and Affordable Care Act: Small Employer Medical Insurance Tax Credit," Leigh Griffith, Presenter at SBA-TN Procurement Summit "Cancellation of Debt --Section 108(i) Deferral, Tax Rules, But More Importantly, Processes to Avoid Your Client Being Sued," Leigh Griffith, Presenter, TSCPA Federal Tax Conference "2009 Technical Corrections Bill: FONCE and Related Provisions," Leigh Griffith, Presenter, Chattanooga Tax Practitioners "Obama Tax Changes: Are You Stimulated?," Leigh Griffith, Presenter, TSCPA Tax Accounting Show