“Prior to getting my law degree I got an MBA and was a tax consultant at two of the big five accounting firms.  Prior to that I managed stores for one of the nation's largest grocery chains.  So when it comes to my client's businesses, I have the education and work experience to analyze their challenges from a legal perspective, a business perspective, and a tax perspective.  This makes it much easier to conquer challenges and circumvent problems.”

Jeff Cunningham specializes in ownership structuring, equity and debt financing, including private placement and institutional financing, entity qualification and licensing, transaction structuring, federal and state tax minimization and compliance, and nonprofit entity organization, qualification, compliance and operation.

Representative Transactions (Partial)

• Represented client in restructuring its businesses to meet the requirements set out in the Martin Ice Cream v. U.S. tax case and subsequent sale of all assets for approximately $60,000,000.
• Represented client acquiring all assets of a food distribution business in St. John, U.S. Virgin Islands, which required the establishment of both U.S. Virgin Islands entities and Florida entities and preparation of intercompany agreements between the entities.
• Represented client in a $10,000,000 enterprise value transaction involving the issuance of loan debentures convertible into a 20% equity interest.
• Represented client acquiring a parcel of real property for mixed-use development and construction of condos and retail space in a transaction featuring $3,000,000 of Tax Allocation District (TAD) funds, structured to be non-taxable to the Client.
• Represented client in negotiations and acquisition of virtually all of the assets of a financially distressed target company in exchange for client's satisfaction of the target's tax liabilities in a non-cash transaction.
• Represented client and minority shareholders in a tax-free reorganization, selling 100% of the shares of common stock of a private corporation in exchange for common stock of a publicly traded corporation.
• Represented various clients in state and federal tax controversy matters:
  
  • Settled $700,000 Federal tax assessment for $110,000 inclusive of tax, penalty, and interest.
  • Settled $300,000 Texas state tax assessment for $1,500.
  • Settled $600,000 Federal payroll tax liability for reduced amount and waiver of penalty.
  • Voluntarily disclosed $6,000,000 in unreported offshore assets and income and paid no penalty or interest on tax owed.
• Organized and qualified several clients' nonprofit corporations receiving 501(c)(3) designation for each, including a charter school, a nature conservancy organization, and a charitable educational support organization.

“Before coming to Foltz Martin, I worked at two of the largest law firms in the country.  I love working at a firm this size because it allows me to work very closely with the people who are most impacted by the work I do and the work we do together.  I really get to fully understand the challenges of their businesses.  The issues that keep my clients up at night are the same ones that keep me up at night - and in my view, that's the way it should be.”

Acting as outside general counsel, Jeff has represented entrepreneurs, newly-formed enterprises, emerging growth and established companies in a broad variety of matters including entity selection and formation, capital structure, private placement and institutional equity and debt financings, mergers and acquisitions, incentive compensation (including restricted stock and stock options), corporate partnering, joint ventures, sales and distribution operations, development, negotiation, and documentation of sale and service agreements, distribution or leasing arrangements, terms and conditions of sale or service, independent contractor and consulting services agreements, licensing and intellectual property protection, federal, state, and local taxation, tax-effective transaction and entity structuring, licensure and regulatory compliance matters, and nonprofit entity organization, qualification, compliance and operation.