Jeremy A. Hayden

Jeremy focuses his practice in the areas of corporate law, tax law, and estate planning. He is licensed to practice in Ohio, Kentucky, and before the U.S. Tax Court. In his corporate law practice, Jeremy acts as outside legal counsel to businesses ranging from start-up ventures to multinational entities and he frequently advises owners, directors, and corporate officers of these businesses on issues involving entity selection, business formation and capitalization, shareholder agreements, buy-sell agreements, mergers, acquisitions, joint ventures, real estate and leasing agreements, contract negotiation, and licensing. In his tax practice, Jeremy advises individuals and businesses on various local, state, federal, and international tax issues and regularly represents clients on these issues before the Internal Revenue Service and state taxing authorities. In his estate planning practice, advises clients on the use of wills and trusts for tax and non-tax purposes, asset protection, family business succession, and charitable gifts. Experience Lead counsel on numerous private equity placements, mergers, stock and asset acquisitions, convertible debt issuances, and other private equity transactions. Designed personalized succession, estate, and charitable planning techniques for individuals and family and privately-owned businesses. Assisted the Ohio Department of Taxation with drafting of guidance for the "agency exemption" as it relates to general contractors under the Ohio Commercial Activity Tax. Outside legal counsel for numerous small and mid-sized privately owned businesses. Successfully defended corporate officer in "responsible person" case brought by the Ohio Department of Taxation due to Corporation's failure to file and pay sales tax. Lead counsel for an Italian Manufacturing company multiple cross-border acquisition of subsidiaries in the U.S, UK, Australia and Canada from a publicly traded UK company. Experienced in obtaining private letter rulings from the IRS. Structured multi-state tax planning initiatives and resolved compliance audits related to nexus and other constitutional limitations on state imposed taxes. Negotiated franchise purchases on behalf of franchisees and resolved franchisee disputes with franchisors. Represented companies and owners in business divorces / separations. Advised multinational corporate borrower on international tax issues involved with $170M credit facility. Negotiated sophisticated contracts for application in the U.S. and abroad, including joint venture agreements, software licenses, and reseller agreements. Primary counsel to the largest independent, locally owned home health care provider in the Greater Cincinnati area.