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Attorney

Thomas J. Ubbing

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Biography

Tom is a member of Brouse McDowell's Tax Practice Group, as well as the firm's Corporate and Securities Practice Group and Health Care Practice Group. Unlike many practitioners who focus solely in the tax or corporate arenas, Tom brings a unique blend of sophisticated tax and corporate expertise when advising clients on a myriad of business matters. While a substantial portion of Tom's practice is focused on advising businesses and their owners on mergers and acquisitions, recapitalizations and other similar matters, he regularly counsels clients on general corporate and tax matters including matters relating to:

  • Income and Estate Tax Planning
  • Executive Compensation
  • Corporate Restructurings/Reorganizations
  • Corporate and Family Business Succession Planning
  • Joint Ventures and Strategic Alliances
  • Equity Capital Infusions
  • Debt Financing
  • Formation of Business Entities, including Corporations, Partnerships and Limited Liability Companies
  • Spin-Offs: Corporate Structuring and Corporate Succession Planning Income and Estate Tax Planning
  • Antitrust (including Hart-Scott-Rodino)
  • Stark and Anti-Kickback

  • Biography

    Tom is a member of Brouse McDowell's Tax Practice Group, as well as the firm's Corporate and Securities Practice Group and Health Care Practice Group. Unlike many practitioners who focus solely in the tax or corporate arenas, Tom brings a unique blend of sophisticated tax and corporate expertise when advising clients on a myriad of business matters. While a substantial portion of Tom's practice is focused on advising businesses and their owners on mergers and acquisitions, recapitalizations and other similar matters, he regularly counsels clients on general corporate and tax matters including matters relating to:

    • Income and Estate Tax Planning
    • Executive Compensation
    • Corporate Restructurings/Reorganizations
    • Corporate and Family Business Succession Planning
    • Joint Ventures and Strategic Alliances
    • Equity Capital Infusions
    • Debt Financing
    • Formation of Business Entities, including Corporations, Partnerships and Limited Liability Companies
    • Spin-Offs: Corporate Structuring and Corporate Succession Planning Income and Estate Tax Planning
    • Antitrust (including Hart-Scott-Rodino)
    • Stark and Anti-Kickback

  • Professional & Civic Activities
    • Tom is a member of the Cleveland Metropolitan, Lorain County, Ohio State and American Bar Associations. He is also a board member of Team Lorain County.
  • Articles & Presentations
    • Ohio's Residency Requirements for Individual Income Tax Purposes (April 21, 2015)
    • Association of Corporate Counsel, Making Entity Choices (June 16, 2005)
    • Lorman Educational Services, Buying and Selling a Business in Ohio (February 10, 2003)
    • Lorman Educational Services, LLCs: Advising Small Business Start-Ups and Larger Companies in Ohio (July 25, 2002 and July 10, 2003)
    • 1997 Cleveland Tax Institute, Choice of Entities/Pass-through Entities Panel, Subchapter S Revisions and the New Proposed Self Employment Tax Regulations
    • 1996 Cleveland Taxation Institute, Current Developments Panel, The Proposed Check-the-Box Regulations and New Ruling Guidelines under Section 355
    • National Business Institute, Limited Liability Companies in Ohio (September 11, 1996)
    • National Business Institute, Considerations in Buying or Selling a Business in Ohio (October 19, 1994)
    • Ohio Transaction Guide, Volume 2, (Matthew Bender & Co., 1996-1999)
    • Co-Editor, Taxation of Executive Compensation: Planning and Practice, (Matthew Bender & Co., 1995-1999)
    • Current Legal Forms, (Matthew Bender & Co., 1993-1999)
    • Contributing Author, Bender’s Federal Tax Service, (Matthew Bender & Co., 1989); co-Editor, Rabkin & Johnson
  • Representative Engagements
    • $75 Million stock sale-recapitalization. Represented heavy manufacturing client in connection with a sale of an 80% equity interest to a private equity group. Substantial pre-transaction tax planning and general representation of current equity owners in transaction
    • $50 Million asset acquisition. Represented client in manufacturing industry in connection with purchase of six manufacturing facilities located in multiple jurisdictions
    • Divestiture of operating subsidiaries. Represented Fortune 100 company in connection with divestiture of several operating subsidiaries
    • $55.5 Million stock sale. Represented client in connection with sale of stock of entity engaged in service industry
    • Formation of $300 Million joint venture. Represented Fortune 100 company in connection with formation of joint venture to distribute and sell electricity in specified geographic area within eastern United States
    • Formation of $80 Million joint venture. Represented client in connection with formation of joint venture to develop, manufacture and sell solar technology related products
  • Distinctions
    • The Best Lawyers in America through a peer-review survey as listed in the Corporate Law section — 2013-2018