Dustin Covello - Lawyer in Philadelphia, PA

Dustin Covello provides clients tax advice in business transactions and personal investments. His client base primarily includes closely-held businesses and their owners and investors. Dustin helps his clients plan to maximize tax efficiency and reduce tax-compliance headaches when engaging in key transactions such as capital raises, mergers and acquisitions. Dustins most recent focus has been on helping sell-side clients with exit planning in anticipation of selling a closely held business. With sophisticated planning and creativity, Dustin is often able to create demonstrable value that saves sellers substantial cash. Dustin also helps investors and families with tax planning when they seek to cross borders? whether that is investing into the United States, expanding or acquiring a business abroad or immigrating to or from the United States. Finally, Dustin represents clients in federal tax controversies at the examination, appeals and litigation phases of a dispute with the IRS.

REPRESENTATIVE MATTERS

TAX PLANNING

Helps clients implement innovative tax planning techniques to save substantial taxes in connection with liquidity events.

Advises and plans on choice of entity questions, such as tax rate planning, the section 199A deduction, section 1202 (qualified small business) exclusion from capital gains, entity conversions.

Structures taxable and tax-deferred mergers and acquisitions involving U.S. and foreign acquirers and targets.

TAX CONTROVERSIES

Won Gateway Hotel Partners, LLC et al. v. Commissioner,T.C. Memo 2014-5 (Jan. 9, 2014), a case involving the federal tax treatment of state historic rehab credits earned by a real estate partnership, after a trial in the U.S. Tax Court.Won Colorcon, Inc. v. United States, 110 Fed. Cl. 650 (2013), a case involving the tax treatment of a $191 million settlement payment, at the summary judgment stage.

Resolved dozens of IRS tax disputes for companies and high net worth individuals at the IRS audit and appeals level.

Represented over 200 taxpayers in voluntary disclosure matters of streamlined foreign disclosures.

Sale of a heating and air conditioning company to a backed private equity platform.

Representing the seller, a technology company, in cash-out merger in excess of $100 million to an international buyer.

Represented Rex Medical, Inc., a medical device company, in the strategic sale of three of its commercialized product lines, including all associated intellectual property, to Agron Medical Devices, Inc., a private equity-backed medical device company.

Representing the Acquired Company in a Merger of Two Public Medical-Device Companies.

Representing a Special-Purpose Private Equity Fund and its Portfolio Companies Representing the Seller in the Sale of the Company for More than $50 Million to a Private Equity Buyer Representing the Buyer, a Private Equity Fund, in its Purchase of a Logistics Company.

Representing the Buyer, a Private Equity Fund, in its Purchase of a Provider of Investment Advisory Services.

Representing the Selling Group in a Deal that Could Be in Excess of $30 Million with Earnouts. Representing the Seller, a FINTECH Company Formed to Provide Technology Solutions for Hedge Funds in an Approximate $9-Million Asset Sale of a Division of the Company to a Strategic Buyer.

Representing a U.S. Application Software Company in a Sale to an International Public Company.

Representing a Strategy and Leadership Advisory Firm, in the Sale of Substantially all of its Assets to Heidrick Struggles International, Inc. Representing an Urgent Care Medical Center Management Company in Connection with a Joint Venture Transaction.

Representing the Departing Shareholders in a Split-Up Transaction. Represented a Private Regional Accounting Firm in its Acquisition by a Global Business Advisory Firm.