“I like to be responsive and accessible. I am always available to provide good service to a client.”
Sam’s experience covers a broad range within the tax field from structuring the initial operations of start-up enterprises to advising mature business enterprises on major tax matters, including structuring acquisitions and dispositions of businesses to achieve the best tax results. Sam has particular experience in the area of partnership income taxation and in drafting complex partnership, joint venture, and limited liability company operating agreements. He also has extensive experience designing, analyzing, and implementing sophisticated estate planning strategies for individual clients.
Sam is a lifelong resident of the New Haven area. Sam received his B.A. from Columbia University, magna cum laude, Phi Beta Kappa, and his J.D. from Stanford Law School, where he was elected to the Order of the Coif. He joined the firm in 1983 and became a principal in 1990. He is a member of the Connecticut Bar and is admitted to practice before the United States Tax Court.
- Represented real estate entrepreneur in joint venture with one of the 50 largest private foundations in the United States. After success with this joint venture, represented real estate entrepreneur in establishing private real estate investment trust (“REIT”) and, after success with the first REIT, represented real estate entrepreneur in establishing a second REIT.
- Represented entrepreneurs in establishing limited liability company for development and marketing of intellectual property. Limited liability company operating agreement included carefully crafted provisions to: (i) secure management control for founders, (ii) permit the granting of equity interests to key employees on a tax‑free basis, (iii) provide for preferred return of capital for initial investors, (iv) provide for pass‑through to owners of tax losses expected in early years, and (v) enable founders to convert entity to corporation if needed to facilitate subsequent round of funding.
- Represented owner of closely held business in transferring ownership to generation skipping dynasty trust with no current gift tax or income tax cost. Through the use of purchase money financing, an intentionally “defective” grantor trust, a limited liability company with preferred and common ownership interest, and appraisals that appropriately took into account discounts for lack of control and lack of marketability, the client used a modest amount of his unified credit and recognized no income on the transfer. When the business was sold a few years afterward, the generation skipping dynasty trust ended up with cash and other property having a value equal more than 50 times the value of the gift.
- Represented estate in reforming charitable remainder trust created under inartfully drafted will. Included actuarial analysis of interest (both before and after proposed reformation), drafting of reformation, obtaining favorable private letter ruling, and calculating estate tax liability (iterative process, required spreadsheet to calculate).
- Represented the “business” in transaction dividing two operating businesses and real estate among several family members. Transactions included tax‑free division of corporate owned businesses and multiple tax‑free real estate exchanges.
- Represented severely troubled real estate partnership (debt greatly in excess of value, large potential income tax liability). Designed and implemented transaction in which certain partners received cash and terminated interests in partnership, and other partners (who were insolvent or in bankruptcy proceedings) absorbed debt forgiveness income. Effectively converted potential taxable gain to mostly (about 85%) debt forgiveness income, which was non‑taxable to the remaining partners.
- Represented client as to tax issues in connection with tax‑free disposition of business. Advised client as to methods of hedging risks of undiversified ownership of publicly traded stock received in transaction.
- Sam’s practice focuses on tax law. He has earned a reputation for innovative and creative tax planning, and he prides himself on developing solutions to tax problems that are both tax-efficient and practical.
• Corporate & Business Law
• Entrepreneurial & Emerging Companies
• Family Owned & Closely Held Businesses
• Trusts, Estates & Family Wealth Planning
• Stanford Law School (J.D.)
– Order of the Coif
• Columbia University (B.A.)
– Phi Beta Kappa
– magna cum laude
• U.S. Tax Court