Joseph M. Doloboff

Biography

Joseph M. Doloboff concentrates his practice in mergers and acquisitions, with a particular emphasis on tax law, and brings 30 years of experience in both the public and private sectors, including working with clients in the high-technology, healthcare, communications, real estate, retail, and entertainment industries.

Joseph assists his clients with all forms of business transactions, including general business tax advice on mergers, acquisitions, and dispositions for corporations and partnerships; federal, state, and international tax planning and controversies; drafting of stock and asset purchase agreements, as well as partnership and LLC agreements, and executive compensation issues. He has significant experience in cross-border planning for maximum tax efficiencies, as well as extensive experience in all facets of transactional planning. Joseph also is well-versed in the special challenges facing corporations with significant net operating losses.

Joseph is the former Deputy Tax Legislative Counsel for the U.S. Department of Treasury, and a frequent author and lecturer on corporate and tax issues. He has spoken, inter alia, before the Mergers and Acquisitions magazine annual conference; ALI-ABA conferences on business combinations, the NYU Tax Institute, the PLI Corporate Tax Program, the Tax Executives Institute, and the Blue Cross/Blue Shield Tax Association.

Experience

  • Executed a large sale of a privately-held grocery chain to a public company, together with a monetization of the public company stock received.
  • Advised a Fortune 50 high technology company in a multibillion dollar spin-off of a controlled public subsidiary.
  • Advised a publicly-traded communications company in its multibillion dollar acquisition of another publicly-traded company.
  • Executed an acquisition of a large, profitable company by a much smaller corporation with significant net operating losses, while preserving the losses for future use.
  • Planned and executed the tax-free merger of a large domestic public company with a large foreign public company.
  • Restructured the domestic and foreign operations of a large privately-held partnership, including the grant of incentive compensation to management.
  • Various private equity funds, including one concentrated on the grocery business and real estate, in connection with formation, acquisitions, dispositions, minority preferred investments and management compensation.
  • Issuers and underwriters in connection with numerous public offerings.
  • Publicly-traded high technology company in connection with a number of large acquisitions.
  • Conversion of a non-stock, not-for-profit health insurance entity into a publicly-traded company.
  • Obtained favorable advance rulings from the IRS on behalf of both public and private companies for tax-sensitive transactions, including a ruling that brought a substantial tax refund to a public company.
  • Drafting of numerous transactional documents, including many tax allocation agreements, stock and asset purchase agreements, etc.
  • Planning for the entry of foreign companies into the U.S. market, and planning for the entry of U.S. companies into a wide variety of foreign markets.

News & Views

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Affiliations

Memberships

  • Beverly Hills Bar Association
  • California State Bar Association
  • District of Columbia Bar Association
Professional Activities

Joseph is a member of the Board of Advisors for the BNA Series on Corporations, and a former adjunct professor at Loyola Law School. He has been named one of the finest cross-border tax lawyers by International Tax Review magazine, and is the author of three BNA Tax Management portfolios covering various Federal corporate tax issues.

Credentials

Admissions

  • California
  • District of Columbia
  • U.S. Tax Court

Education

  • Harvard Law School, JD, cum laude
  • University of North Carolina at Chapel Hill, BA, Phi Beta Kappa