Overview
“Tax issues can be highly technical, but clients need clear guidance they can use. I help clients make practical tax decisions in complex transactions by focusing on the deal, market trends, and the risks that matter most to their business.”
Kevin’s practice focuses on the federal tax aspects of strategic business transactions and real estate transactions with a deep expertise in partnership taxation. In addition, he also has a robust practice serving as outside general counsel to various tax-exempt organizations.
Kevin’s clients are predominantly businesses looking to set themselves up for future growth and expansion through significant corporate transactions. Among others, his clients include private equity companies, portfolio companies, early-stage companies, partnerships, real estate businesses, professional practices, investors, and other businesses looking to sell or obtain strategic investments. Kevin regularly advises his clients on the federal tax considerations of both the buy-side and sell-side of transformative business transactions, including mergers, acquisitions, capital raises, fund formations, platform acquisitions, add-on acquisitions, professional practice sales, recapitalizations, restructurings, reorganizations, exits, and Series A and other long-term strategic investments. He has deep experience advising on rollover equity arrangements, management incentive structures, carried interests, debt-to-equity conversions, earnouts, installment sales, stock redemptions, and qualified small business stock.
Kevin also advises on the federal tax aspects of real estate transactions. He works with real estate investment trusts (“REITs”), their operating partnerships, low-income housing tax credit (“LIHTC”) property sponsors and investors, Delaware statutory trusts (“DSTs”), property owners, and others on real estate and business acquisitions, dispositions, tax-deferred contributions, UPREIT transactions, section 1031 exchanges, real estate fund formations and syndications, joint ventures, and other real estate transactions.
Kevin also serves as outside general counsel for various tax-exempt organizations. He advises tax-exempt organizations on formation, governance, registration requirements, tax compliance, mergers, acquisitions, consolidations, and reorganizations. His clients have included private foundations, public charities, social welfare organizations, fraternal lodge organizations, supporting organizations, and other mission-driven entities.
Kevin is a frequent writer and speaker. He has taught numerous continuing-legal-education programs, spoken at the American Bar Association Section of Taxation National CLE Conference, the Virginia Society of Certified Public Accountants Forensic and Valuation Conference, and at many other events. He also has published articles on partnership tax, estate tax, generation-skipping transfer tax, payroll tax and federal tax valuation.
Before becoming an attorney, Kevin was an accountant and financial analyst for a large multinational financial services company, giving him deep experience in financial reporting and firsthand insight into the financial and operational challenges his clients face.
Kevin obtained his law degree from the College of William & Mary School of Law in Williamsburg, Virginia (his hometown), where he graduated summa cum laude, ranked second in his class, and received the John E. Donaldson Award for best tax student. He received his undergraduate degree, with Distinction, from the University of Virginia.
Recognition
Best Lawyers: Ones to Watch® for Tax Law, 2025 - 2026
Best Lawyers: Ones to Watch® for Trusts and Estates, 2025 - 2026
Virginia Super Lawyers: Rising Stars for Tax Law, 2025 - 2026
Virginia Access to Justice Commission, Pro Bono Service Honor Roll, 2025
Experience
Experience
Private Equity and General M&A
- Served as lead tax counsel to a registered investment advisor in connection with a $90.6 million investment by a private equity fund in exchange for a controlling interest, including structuring $54 million rollover equity and $7 million tax-deferred debt-financed distribution.
- Provided tax advice to a $7 billion wealth management firm in its acquisition of a $1.6 billion wealth management firm, including advising on issuance of rollover equity and restructuring of distribution and allocation provisions of acquirer governing documents.
- Provided tax advice to sellers in connection with sale of $110 million holding company of fitness center franchise.
- Provided tax advice to regional petroleum in their sale to a strategic buyer.
REITs and Other Real Estate
- Served as sole tax counsel to the seller in connection with the sale of a $32 million residential real estate portfolio to a publicly traded REIT in fully tax-deferred UPREIT transaction.
- Served as lead tax counsel to the seller of a $42 million data center to a publicly traded REIT in a part-sale, part-contribution UPREIT transaction.
- Provided tax advice to a $500 million private REIT focused on multifamily properties in connection with a substantial number of UPREIT transactions.
- Provided tax structuring advice to the operating partnership of a $500 million private REIT in connection with issuance of new class of preferred partnership units designed to achieve nearly permanent deferral of capital gains taxes on contributions of property.
- Designed complex long-term incentive plan (“LTIP”) program for private REIT’s operating partnership.
- Prepared tax opinion letter and provided tax review of S-4 filings for $470 million public REIT in connection with public exchange offer of preferred partnership units for subordinated debt.
- Advised on tax structuring of a $35 million preferred partnership transaction funded with partnership interests in the operating partnership of a public REIT.
- Provided tax advice in connection with formation of partnership joint venture to take advantage of conservation easement and land preservation tax credits.
- Advised multiple energy companies on private placements focused on tax advantages of percentage depletion and intangible drilling and exploration costs.
Nonprofit Organizations
- Serves as outside general counsel for multiple tax-exempt organizations.
- Drafted organizational documents and applications for tax-exempt status for a substantial number of tax-exempt organizations of various classifications.
- Advised on a merger of four related tax-exempt public charities.
- Advised on formation and application for tax exempt status of a new fraternal lodge organization under Code section 501(c)(10).
Perspectives
Speaking Engagements
Publications
Community
Beyond the Law
Beyond the Law
Before practicing law, Kevin was also an award-winning independent filmmaker.
Services
Education
College of William and Mary School of Law, J.D., summa cum laude
- Order of the Coif
- William and Mary Law Review, Communications Editor
University of Virginia, B.A., Christianity and Judaism in Antiquity
Admissions
- Virginia
- U.S. Tax Court
- United States District Court for the Middle District of Illinois
ConferenceTax and Business Issues in Private Equity Transactions
PresentationFederal Tax Valuation Update
PublicationReimagining the GST Tax