Limited Liability Companies in Virginia

Allan G. Donn, editor of this book and author of Chapter 1, practices primarily in the areas of unincorporated business organization law, taxation, and estate planning. He lectures and writes on those subjects, including numerous articles for The Journal of Passthrough Entities and most recently for the “Shop Talk” section of the February 2015 issue of the Journal of Taxation. He is also a co-author of The Revised Uniform Partnership Act, 2016-2017 edition (Thomson Reuters) and is the author of a chapter on limited liability entities in the Elgar Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (2015). Mr. Donn has been a panelist on the annual ALI webcast on Limited Liability Entities for many years, including March, 2016. He was also a panelist on the 2015 University of Texas Law School Conference on LLCs, LPs, and Partnerships.

Mr. Donn is a member of Willcox & Savage P.C. in Norfolk. He served as the Chairman of the Joint Committee on Limited Liability Companies of the Virginia Bar Association that drafted the Virginia Limited Liability Company Act. He served as the ABA Advisor to the Drafting Committee to Revise the Uniform Partnership Act of the National Conference of Commissioners on Uniform State Laws. He was the Chairman of the Joint Editorial Board on Uniform Unincorporated Business Organization Acts of NCCUSL and the ABA. Mr. Donn was the Reporter for the NCCUSL Study Committee to recommend whether NCCUSL should undertake uniform series entity legislation. He is also the ABA Advisor to the Drafting Committee appointed by NCCUSL for the Uniform LLC Protected Series Act. Mr. Donn is a graduate of the University of Virginia (B.A.), Harvard Law School (LL.B.), and Georgetown University Law Center (LL.M. in Taxation). He is a Fellow of the American College of Tax Counsel, American College of Trust and Estate Counsel, American Bar Foundation, and the Virginia Bar Foundation, and a member of the American Law Institute.

Neil V. Birkhoff, author of Chapter 4, is a principal in the law firm of Woods Rogers PLC in Roanoke. He is the Chair of the firm’s Tax & Estate Planning Group and is a member of the firm’s Corporate Law Group. Mr. Birkhoff is a Fellow of the American College of Tax Counsel. In addition to practicing law, he is a member of the adjunct faculty of the Washington & Lee University School of Law, where he currently teaches a course on nonprofit organizations. In the Fall 2015 semester, Mr. Birkhoff served as Interim Director of the Washington & Lee Tax Clinic. Prior to joining Woods Rogers, he was a trial attorney with the Tax Division of the U.S. Department of Justice in Washington, D.C., where he handled a wide variety of civil tax litigation matters. Mr. Birkhoff is a Past Chair of the Virginia State Bar’s Section of Taxation and the Virginia Bar Association’s Section of Taxation. He is active in Roanoke Valley community organizations, including service on the boards of directors of Feeding America–Southwest Virginia and Goodwill Industries of the Valleys, Inc. He is a contributing author to several continuing legal education publications on estate planning and tax topics. Mr. Birkhoff received his B.A. with distinction from the University of Virginia, his J.D. from the College of William & Mary, and his LL.M. in Taxation from the George Washington University.

James M. Grosser, co-author of Chapter 5, is a partner in Pillsbury Winthrop Shaw Pittman’s tax practice and is located in its Washington, DC office. He focuses on the taxation of partnerships and limited liability companies and in state and local taxation. Mr. Grosser regularly advises clients on negotiating and structuring limited risk investments in real estate ventures, including ventures qualifying for the federal low-income housing tax credit and the federal rehabilitation tax credit. He has extensive experience representing investors in tax credit transactions involving guaranteed and nonguaranteed private investment funds, portfolio acquisitions, and individual property acquisitions by investment funds. He has handled numerous transactions involving the federal rehabilitation tax credit, including transactions involving for profit developers, government instrumentalities, and tax-exempt developers.

In the area of state and local taxation, Mr. Grosser advises clients with respect to a range of state and local tax issues, including income and franchise tax, sales and use tax, real property transfer tax, personal property tax, and tax credits and incentives. He has advised clients regarding the state and local tax consequences of a variety of business transactions, including transactions involving software and e-commerce, outsourcing, aircraft, and real property, and has obtained administrative rulings on behalf of clients. He has also represented clients in resolving tax controversies through administrative proceedings and by voluntary disclosure through the Multistate Tax Commission’s National Nexus Program. Mr. Grosser has represented taxpayers in administrative proceedings before the Internal Revenue Service and in litigation before the U.S. Tax Court.

In addition to his substantive legal background, Mr. Grosser has extensive experience in designing and managing customized web-based extranets to provide clients with continuous access to documents and issues in complex commercial transactions.

Mr. Grosser received his A.B., cum laude, from Dartmouth College, his J.D. from the University of Pennsylvania Law School, and an LL.M. from New York University School of Law. He is admitted to practice in the District of Columbia and Maryland.

Bradley A. Haneberg, author of Chapter 6, is a partner at Haneberg Hurlbert, PLC, which provides sophisticated corporate and securities guidance to growing clients in a boutique setting. His practice centers on securities regulation, corporate finance, and general corporate representation. In addition to representing U.S. companies of varying size, he has also developed a specialized securities regulation practice focused upon companies located in Asia, South America, and Europe that desire to attract Western capital.

Mr. Haneberg has completed numerous initial public offerings and other corporate transactions for U.S. and international companies with diverse business lines, including real estate development (REITs), environmental design, international shipping, biotechnology, agriculture, investment services, medical equipment design, software development, and oil field services through access to U.S. markets. Mr. Haneberg earned a B.A. in political science and psychology from the College of William and Mary and a J.D. from the University of Tennessee School of Law. He is licensed as an attorney in Virginia and Tennessee and as a solicitor in England and Wales (not practicing) and the British Virgin Islands. He taught securities law as an adjunct professor at the University of Richmond School of Law and is a frequent speaker on various securities matters.

R. Neal Keesee, Jr., author of Chapter 3, is of counsel with Woods Rogers PLC. Mr. Keesee focuses his practice on business and corporate matters, intellectual property and computer law, banking, estate planning, tax, and real estate law. Mr. Keesee earned a B.S. in accounting from Virginia Polytechnic Institute and State University, magna cum laude, in 1985 and a J.D. from the Marshall-Wythe School of Law (Order of the Coif) in 1988.

Mr. Keesee is a frequent speaker on topics of interest to business owners and has authored chapters in the BNA’s Corporate Practice Series. Mr. Keesee also serves on the Al Pollard Memorial Foundation Board. He is listed in Best Lawyers in America and Virginia Business’ “Legal Elite” in both business law and intellectual property and was nominated for “Small Business Advocate of the Year” in 2007 and 2011 by the Roanoke Regional Chamber of Commerce.

Robert S. Logan, co-author of Chapter 5, is a special counsel in the law firm’s Tax practice, providing tax counsel covering a wide range of corporate, partnership, and exempt organization tax issues. Particular areas of emphasis include providing advice to real estate investment trusts (REITs) on planning and compliance issues, providing tax counsel to REITs and other clients in public and private securities offerings, and negotiating and structuring real estate limited partnership investments qualifying for the federal low-income housing tax credit. A recent representative project involved a merger of publicly traded REITs. Mr. Logan’s practice also includes counseling public and private nonprofit organizations in obtaining tax-exempt status and advising these organizations concerning the legal issues that arise in their programs and operations.

Mr. Logan received his B.S. from the University of Maryland and his J.D., with highest honors, from the George Washington University Law School, where he was a member of the Order of the Coif and Law Review. He is admitted to practice in the District of Columbia and Virginia. His professional affiliations include the American Bar Association, Section on Taxation; the District of Columbia Bar, Section on Taxation; and the National Association of Real Estate Investment Trusts.

Charles V. (“Chuck”) McPhillips, author of Chapter 9 and author of the annotated sample operating agreement, is a partner in the commercial law section of Kaufman & Canoles, P.C. He concentrates his practice in corporate and business law, mergers and acquisitions, public-private partnerships, and international transactions. Mr. McPhillips is a Fellow of the Virginia Law Foundation and is perennially listed in Best Lawyers in America and Virginia’s Legal Elite. He is AV® rated by Martindale Hubbell. Mr. McPhillips graduated magna cum laude from Hampden-Sydney College in 1982, where he was elected to Phi Beta Kappa and Omicron Delta Kappa National Leadership Society. Mr. McPhillips attended the University of Virginia School of Law, where he was elected to the Order of the Coif upon his graduation in 1985. He is President of Greater Norfolk Corporation, a Trustee of Hampden-Sydney College, Chairman of the James Barry Robinson Home for Boys Trust, and a member of the Board of Directors of the Catholic Community Foundation, an affiliate of the Diocese of Richmond.

Mr. McPhillips served as Founding Chairman of Saint Patrick Catholic School and continues to serve on its Board of Directors. He is the immediate past Chairman of the McMahon-Parater Foundation, past Chairman of the Virginia Stage Company, and a past Chairman of the International Practice Section of the Virginia State Bar. He lectures frequently to lawyer and nonlawyer audiences on various business and international law topics.

Thomas D. Morton, co-author of Chapter 5, is a partner in the law firm’s Tax practice and is located in the Washington, D.C. office. He has been extensively involved in structuring tax-advantaged equity investment transactions throughout the United States. His work has primarily focused on representing corporate investors in projects qualifying for the low-income housing tax credit or the historic rehabilitation tax credit, and more recently structured several dispositions of large portfolios of interests in low-income housing tax credit properties. Mr. Morton has also served as an arbitrator in resolving disputes between developers and equity investors in low-income housing tax credit projects.

Mr. Morton’s experience also includes providing federal income tax and financing advice in connection with projects intended to qualify for the energy investment tax credit and the production tax credit for electricity produced from renewable resources, including advising clients regarding the energy credit/cash grant program. His energy-related work has included providing tax structuring advice in connection with projects combining energy credits with other federal income tax credits and energy credit facilities with taxexempt involvement. Mr. Morton is also experienced in representing investors in transactions qualifying for the historic rehabilitation tax credit and the new markets tax credit.

In addition to his tax credit-related investment work, Mr. Morton has represented corporations, airlines, and financial institutions serving as lessors, lessees, and lenders in leveraged, operating, and synthetic equipment leasing transactions involving aircraft, railcars, computer systems, and other equipment.

Mr. Morton received his B.S., summa cum laude, from Manhattan College, his J.D. from Cornell Law School, where he was a member of the Order of the Coif and Law Review, and his LL.M. from New York University School of Law.

Mr. Morton is admitted to practice in the District of Columbia and New York. His professional affiliations include the District of Columbia Bar Association, Section on Taxation and the Advisory Board for the Journal of Tax Credits. His publications include “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 1,” Novogradac Journal of Tax Credits, Volume I, Issue VIII (August 2010) and “Impact of a Minimum Yield Guaranty on LIHTC Investments, Part 2,” Novogradac Journal of Tax Credits Volume I, Issue IX, September 2010).

Neil L. Rose, author of Chapter 7, is a partner in the Virginia Beach office of Willcox & Savage P.C., where he practices primarily in the areas of tax law, business organization, and estate planning and administration. Mr. Rose received his B.S. in Commerce from the McIntire School of Commerce at the University of Virginia and his J.D. from the University of Virginia Law School, where he served as Notes Editor of the Virginia Tax Review, and a Masters in Taxation degree from Georgetown University Law Center. He has served as Chair of the Tax Section of the Virginia State Bar and as Chair of both the Elder Law Section and the Tax Section of the Virginia Bar Association. While Mr. Rose was a U.S. Treasury Special Honors Attorney from 1983 until 1987, he worked in the National Office of the Internal Revenue Service. He is included in The Best Lawyers in America. Mr. Rose is a member of the Norfolk-Portsmouth, Virginia Beach, Virginia, and American Bar Associations and a long-time board member and past president of the Hampton Roads Tax Forum. He has been a frequent speaker on LLC, taxation, and estate planning topics before groups ranging from community groups to Virginia CLE, the Virginia AICPA, and the ABA tax section.

Roderick W. Simmons, author of Chapter 8, is a member of Hirschler Fleischer, P.C. He practices in the areas of mergers and acquisitions, general corporate law, employment law, and estate planning. Mr. Simmons earned a B.A. in Government from the University of Virginia with high distinction (Phi Beta Kappa) and a J.D. from the Marshall-Wythe School of Law at the College of William & Mary. He has written and lectured frequently to lawyers and nonlawyers on various business, employment, and estate planning topics.

C. Brandon Spalding, Jr., author of Chapter 2, is a partner in the Richmond office of Hirschler Fleischer, P.C., where he practices primarily in the areas of privately held businesses, mergers and acquisitions, and investment management. Mr. Spalding received his B.A. in History from the University of Virginia and his J.D. from Emory University School of Law, where he served as a Managing Editor of the Bankruptcy Developments Journal. He is a member of the Richmond Bar Association, in which he served as a past member of the Finance Committee, the Virginia Bar Association, and the American Bar Association. He was selected as a “Rising Star” in the Business/Corporate category by Virginia Super Lawyers (Thomson Reuters 2014).