Piljung (Kevin) Kang

Kevin joined Calfee in 2023 with more than three years of tax compliance and consulting experience gained while serving as a Senior Tax Consultant in M&A Transaction Services at Deloitte. While there, he worked on tax matters related to M&A transactions with deal values between $50 million - $2 billion. Kevin managed buy-side projects from bidding to closing, including conflict checks, nondisclosure agreements, third-party access letters, tax structuring, tax due diligence reporting, and purchase/merger agreement reviews. His other responsibilities included consulting private equity and strategic clients on buy-side and sell-side projects.

Prior to Deloitte, Kevin worked as a Business Tax Compliance/Consulting Senior Associate at RSM US LLP, where he prepared tax returns for partnerships, S corporations, charitable remainder trusts, and high-net-worth individuals. In addition, Kevin prepared C corporation income tax provisions and assisted the audit team with tax provision review engagements. 

During law school, Kevin served as a judicial extern for the Illinois Circuit Court of Cook County (Law Division, Tax & Miscellaneous), where he reviewed and analyzed cases on post-judgment matters, including citations, orders to show cause, turnover orders, and unemployment insurance disputes.

Military Service

Prior to law school, Kevin served for two years as an investigator, translator, and security force member in the Republic of Korea Air Force (ROKAF). He evaluated and translated numerous security agreements entered by and between ROKAF and the U.S. Air Force and participated in weekly negotiations related to said agreements. For his service, he was named “Top Soldier of the Year” out of a battalion of 130 soldiers by the commander of the security forces.

Honors & Recognitions

• College of Law Scholarship, J. Nelson Young Scholarship (Top Achiever Award – Tax Law), University of Illinois College of Law
• Dean's List Selection Scholarship, University of Maryland Baltimore County
• Top Soldier of the Year, Republic of Korea Air Force, Osan Air Base Battalion

Education

J.D., University of Illinois College of Law, J. Nelson Young Scholarship (Tax Law), 2019

B.A., Political Science, University of Maryland Baltimore County, Dean's List Selection Scholarship, 2016

Experience

Corporate Tax

• Calfee acted as tax counsel for a manufacturing company in its disposition of the equity of the company. (2024)
• Calfee served as tax counsel to a Chicago-based private equity firm and registered SEC investment adviser in its minority investment in two companies, one based in Michigan and the other based in Oregon. (2024)
• Calfee served as tax counsel to a private equity firm in its acquisition of all of the equity interests of two Michigan-based companies. (2024)
• Calfee acted as tax counsel to a family backed private equity firm in the client's acquisition of an employee-owned manufacturing company; this is the first platform acquisition for the client's newly raised private equity fund and involved a dynamic deal structure, which required shifting away from initial commercial terms, including an earnout concept, as part of achieving a successful closing. The target company was owned by an ESOP, which added complexity to the transaction's documentation, structuring and negotiation. (2024)
• Calfee acted as tax counsel for a multi-billion dollar investment advisory firm in the sale of its business to a New York-based private equity firm's investment advisory affiliate. (2024)
• Calfee represented a multi-billion dollar private equity firm in a transaction structed as a multi-step merger, which involved a significant seller rollover of proceeds into the equity of the buyer, and multiple equity incentive arrangement that were negotiated and entered into at closing. (2024)
• Calfee served as tax counsel to a private holding company and its stockholders in a complex transaction providing liquidity for the stockholders while maintaining their majority ownership interest in their operating companies through an investment by a publicly traded (foreign stock exchange) private equity firm. (2024)
• Calfee served as tax counsel to a multi-billion dollar private equity firm and its platform company in the acquisition of a technology company in a transaction involving a seller rollover of proceeds into the equity of the buyer and multiple equity incentive arrangements, which were negotiated and entered into at closing. Further, this transaction included a pre-signing creation of a buyer subsidiary and a pre-closing reorganization of the target entities' structuring and ownership. (2023 and 2024)
• Calfee acted as tax counsel for a publicly traded, Fortune 1000 food industry client in the sale of a business line to a private food industry processor and distributor. (2023)
• Calfee served as tax counsel to a publicly traded, Fortune 500 food industry company in its sale of a business line, which included a range of Protected Designation of Origin (PDO) imported Greek food items to a premier specialty food importer. (2023)
• Calfee served as tax counsel to an aviation industry company in the sale of all equity interests of a business line to a private equity firm. (2023)
• Calfee represented a multi-billion dollar private equity firm in the sale of a platform company; in between signing and closing of the transaction while the parties awaited Hart-Scott Rodino clearance, Calfee represented the platform company in the acquisition of multiple add-on businesses and effectuated a pre-closing reorganization of the sell-side structure. (2023)
• Calfee served as tax counsel for a publicly traded industrial supply chain company in the divestiture of a business line to a Michigan-based global company. (2023)
• Calfee acted as tax counsel to a private equity firm in its acquisition of its first two platform companies, one based in the Northeast and one based in Western U.S., for its newest fund. (2023)

Corporate Transactions

• Calfee served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a holding company for 25 direct and indirect subsidiaries would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization of existing holding and operating companies, special environmental indemnities, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
• Calfee served as special ESOP counsel and corporate counsel to its client, a national marketing company headquartered in Florida; advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including negotiating the termination of an existing phantom stock plan and the redemption of certain outstanding equity, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. (2024)
• Calfee served as sole corporate legal counsel to a private holding company and its stockholders in connection with the issuance of $22 million of preferred equity to an existing equity holder, a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm. (2024)
• Calfee served as sole corporate legal counsel to a private national market leader in marketing in connection with the carve-out acquisition of substantially all of the assets of three separate businesses from a holding company; in addition to negotiating the purchase agreement, Calfee negotiated restrictive covenant agreements applicable to the holding company and its affiliates and the assumption of millions of dollars of subordinated debt. (2024)
• Calfee served as sole corporate and ESOP counsel to a national trustee for ESOP companies headquartered in Southeastern U.S., advising the client in evaluating and negotiating all aspects of serving as trustee in a transaction in which a worldwide leader in product packaging would sponsor an ESOP and become a 100% ESOP-owned company, including the pre-closing reorganization, the purchase and sale agreement, tax planning and related elections, the design of the ESOP, negotiating the post-closing employment agreements for the selling stockholders and designing deferred compensation plans for the executive employees. (2024)
• Calfee served as sole corporate legal counsel to our client, a private holding company and its stockholders, in a complex transaction providing liquidity for the stockholders while maintaining their majority ownership interest in their operating companies. The transaction involved a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm invested in a wholly owned subsidiary of the client holding company. (2024)
• Calfee served as sole corporate legal counsel to a global chemical company in connection with the sale of a business line for a combination of (i) a multi-million dollar cash payment at closing, and (ii) potential earnout payments for each of the four calendar years following the closing based on net sales of the acquired products; in addition to negotiating the asset purchase agreement and post-closing restrictive covenants, Calfee negotiated the sale of certain real property and special environmental indemnitees. (2023)
• Calfee served as M&A counsel to a publicly traded Fortune 500 food industry wholesaler in its 2023 sale of a line of branded products to one of the largest privately held food importers.