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John Ransom serves as head of the firm's tax section and leader of its corporate practice group, which includes the firm's corporate, bankruptcy, environmental, estate, benefits and tax sections. He has been listed in The Best Lawyers in America in Tax Law since 2004, and has been selected as a “Texas Super Lawyer” in Tax Law in surveys conducted by Texas Monthly since 2004.
Taxation and Business Planning
As evidenced by his leadership of our corporate practice group and tax section, Mr. Ransom has significant experience in a wide variety of sophisticated matters. His practice is focused on income taxation of private and public ventures in all industries. He applies his creativity and 30 years of experience as a CPA and attorney to find prompt and creative solutions that maximize clients' after tax value. Such tax matters include:
- Choice of entity and financing structures for start ups, acquisitions, consolidations and other investments, including consideration of impact on financial earnings, balance sheet, current and future taxation and exit strategies.
- Structure and negotiate partnership and limited liability company arrangements, including analysis, drafting and modeling of interest transfers, property contributions, debt financed distributions, compensatory profits interests, disguised sale rules, and preferred returns.
- Negotiate contribution and deferred recognition transactions with master limited partnerships, including debt assumption and debt financed distributions.
- Select and use various corporate capitalization tools including convertible preferred stock, contingent convertible bonds, convertible and PIK high yield debt, portfolio debt, warrants and unit offerings.
- Create and analyze M&A tax structure alternatives for buyers and sellers in light of impact on after tax cash flows, financial earnings and capitalization. Implement transactions involving earn-outs, installment sales, corporate formations, reorganizations, spin offs, split ups, redemptions and partnership alternatives.
- Design and negotiate equity incentives for management of private and public companies, including stock options, stock grants and compensatory partnership profits interests, and related impact of Sections 162(m), 280G and 409A.
- Analyze and support tax positions under FIN 48.
- Provide tax planning for high net worth families and their closely-held companies.
- State tax planning, including Texas franchise, margin and sales tax issues.
- Represent taxpayers in audits and other controversies with the IRS and state tax authorities.
Mr. Ransom acts as tax and corporate counsel for many closely-held companies and their owners. His tax and business law experience and expertise enables him to efficiently advise businesses and their owners on a wide array of legal issues, including acquisitions, dispositions, financings and management equity incentives. Transactions he recently led include:
- Leveraged acquisition of 50% partnership interest in a large tract home builder in Houston, Texas.
- Acquisition of several long term acute care and skilled nursing facilities in Washington, D.C.
- Sale of a controlling partnership interest in a large OCTG distributor to a Japanese trading company.
- $150mm “144A for life” bond issuance by a private company.
Mr. Ransom also assists the firm's clients in the purchase, sale and ownership of whole and fractional interests in executive turbine aircraft, including each of the national fractional ownership programs. Professional / Civic Affiliations
- Chairman of the Board of Trustees of the Awty International School of Houston.
- Past officer and trustee of the Houston Yacht Club and member of Kungl Svenska Segel Sällskapet.
- Private pilot with multi-engine and instrument ratings. Licensed USCG captain and offshore sailor.
- Martindale Hubbell AV Rated Attorney.
- Member of the American, Texas, and Houston Bar Associations.
- Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants.
- Member of the Houston Tax Roundtable, composed of the senior tax partners of the major law firms in Houston.
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