Practices & Industries

Admissions

  • U.S. Court of Appeals, Seventh
  • Circuit
  • Illinois
  • U.S. District Court, Northern
  • District of Illinois

Education

Northwestern University School of Law, J.D., cum laude, Member, Editorial Board, Journal of Criminal Law and Criminology

Marquette University, B.S., magna cum laude

Profile

Frank Emmons, a partner with the firm’s Tax Advisory Services group, specializes in federal, state and local tax issues which, by their nature and the breadth of his experience, means that he plays a significant role as one of the members of the team assembled to address the needs of the Firm’s clients in a broad range of practice areas.

Transactional - Frank’s work in this area involves the purchase and sale of businesses or divisions of businesses, which could take the form of asset purchases, stock purchases, joint ventures, or tax-free mergers. This would include pre-closing, transactional and post-closing tax planning and structuring, due diligence on material tax issues, and drafting and reviewing the tax-oriented sections of transactional documents.

General Corporate Practice - Frank’s work in this area involves such issues as restructuring of a business to achieve economic or tax efficiencies, succession planning, buy-sell arrangements, and incentive compensation arrangements for key employees.                                   

Real Estate - Income tax considerations play a significant role in the ownership and operation of real estate and Frank has extensive experience in structuring the equity and financing components of such ventures and drafting the critical transactional documents to ensure tax efficient structures for the financing, development or acquisition, ownership and operation, and ultimate sale or disposition of real estate. 

Formation of New Businesses - In this area, Frank works with clients on tax planning and the attendant structuring issues, including drafting and review of tax-oriented provisions of offering documents and governance documents.

International - A significant portion of Frank’s transactional, corporate and formation work has international aspects such as the acquisition by non-U.S. businesses of U.S. businesses or interests therein, or the converse. Frank also has extensive experience in advising high net worth and high-income individuals who are either moving to the Unites States or returning to their home countries.

Tax Controversies and Compliance - Frank spent the first seven years of his practice as a trial attorney for the Internal Revenue Service. He has significant experience in federal, state and local tax controversies, including dealings with the examining agents at the audit level, administrative appeals, numerous trials of cases in the United States Tax Court and other forums, and appeals to both federal and state appellate courts. Frank also has significant experience with income tax reporting issues (domestic and international), voluntary disclosures (domestic and international), private letter ruling requests and, in conjunction with other members of the firm, criminal tax investigations and controversies.

Experience

Tax planning, structuring and the preparation of documentation for a very substantial number of merger and acquisition transactions representing both purchasers and sellers in arrangements involving Section 338(h)(10) elections, Section 336(e) elections, tax-free reorganizations, UP-C structures and joint ventures in order to achieve the optimal tax treatment for clients.

Supervision and direction of a team of attorneys to develop a nationwide Wayfair compliant, internet-based distribution program involving remote testing using an FDA/EMU authorized COVID-19 diagnostic test.

Tax planning, structuring and the preparation of documentation to provide tax efficient arrangements for real estate clients, including the restructuring of the equity and debt to address the adverse effects of the COVID-19 pandemic.

Tax planning relating to the formation of a joint venture between a highly levered portfolio company and a publicly traded “shell” company with substantial net operating losses to mitigate the adverse effect of Section 163(j) interest deduction limitations.

Tax planning relating to the formation of a Section 1202 compliant “parent” holding company for a private equity firm to serve as the platform for an industry specific “roll up” strategy involving a series of acquisitions, as well as transactions involving the conversion of existing operating companies into Section 1202 compliant C-corporations in connection with the infusion of additional equity.

Securing favorable IRS private letter rulings on such issues as Sub-S qualification, delinquent tax elections and tax accounting issues.

Advising on significant tax accounting and tax planning issues affecting real estate such as securing tax credits, like-kind exchanges, special allocations, tax-exempt partners, carried interests and the date property is placed in service.

Providing tax advice on commonly encountered business tax issues such as incentive compensation, succession planning, federal, state and local compliance issues and expansion into international markets.

Litigating approximately 30 reported cases involving federal, state and local tax controversies, handling a significant number of federal, state and local income, payroll and excise tax audits and inquiries, and advising on virtually all aspects of federal and state tax compliance.

Honors & Awards

  • Certified Public Accountant
  • A/V Rated, Martindale-Hubbell
  • Member of the Federal Trial Bar (N.D. Illinois)

Professional/Community

American Bar Association, Chicago Bar Association and Illinois State Bar Association,

American Society of Certified Public Accountants and Illinois Society of Certified Public Accountants

330 North Wabash Avenue, Suite 2100
Chicago, Illinois 60611-3607
T: 312.840.7000
F: 312.840.7900