Michael K. Gall

Mike has represented private and public companies in purchase, sale, division, merger, liquidation and restructuring/reorganization transactions involving limited liability companies, partnerships, and Subchapter C and Subchapter S corporations. Mike’s pragmatic approach achieves his clients’ tax goals while being mindful of business considerations.

In addition to his transactional practice, Mike is also well-versed in the various federal income tax laws affecting public finance. He has assisted issuers and conduit borrowers of all sizes with tax-exempt bond offerings, including matters involving the arbitrage and rebate rules, private business use and refunding and reissuance.

Mike has been recognized as a leading lawyer in Tax Law by Chambers USA, Band 2, Ohio (2024). Chambers USA researchers commented, "Mike has a very strong understanding of current market trends and the evolving tax environment. He is noted for his technical expertise, practicality, his ability to address client needs and his ability to collaborate."

Mike has been named to The Best Lawyers in America^® for Tax Law (2019-2025).

He is a member of The Tax Club of Cleveland and is a regular speaker at the Cleveland Tax Institute in addition to serving in numerous officer roles.

Honors & Recognitions

• Chambers USA, Tax, Band 2, Ohio: North (2024)
• The Best Lawyers in America^®, Tax Law (2019-2025)
• Ohio Super Lawyers, Ohio Rising Stars (2018)

Education

LL.M., Taxation, University of Florida Levin College of Law, 2005

J.D., magna cum laude, The University of Toledo College of Law, Order of the Coif, 2004

B.S.B.A., Accounting, The Ohio State University, 2001

Experience

• Acted as tax counsel for a publicly traded manufacturing company in its acquisition of a construction materials company, which involved extremely complicated analysis under the instalment sale rules. (2024)
• Acted as tax counsel for a manufacturing company in its disposition of the equity of the company. (2024)
• Served as tax counsel to a multi-billion dollar private equity firm in the sale of all equity interests of a platform company to a global private equity firm. (2024)
• 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)
• 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)
• 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)
• Served as tax counsel to a private equity firm in its acquisition of all of the equity interests of two Michigan-based companies. (2024)
• 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)
• 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)
• Served as tax counsel to a global consulting and advisory firm in its acquisition of a leading M&A advisory firm in the UK, which involved a seller rollover of proceeds into the equity of the buyer and multiple equity incentive arrangements negotiated and entered into at closing. This transaction included a pre-signing creation of buyer subsidiaries in the UK and a pre-closing reorganization of the target entities that needed to be concluded in between signing and closing. (2024)
• 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)
• 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)
• 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)
• Served as tax counsel to a publicly traded, Fortune 500 company in the equity sale of a business line to a Michigan food company. (2023)
• Served as tax counsel to a multibillion-dollar privately held company in the purchase of a business from a publicly traded Fortune 500 corporation.
• 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)
• 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)
• 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)
• Served as tax counsel to an Ohio manufacturing and distribution company client in its acquisition of a Colorado company. (2023)
• 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)

Professional & Community

• The Tax Club of Cleveland, Member
• Cleveland Tax Institute, Regular Speaker and Officer