Attorney Robert Wayne Olson Jr's Legal Cases

Mergers and acquisitions

Non-Deductible Stock Purchase 80% Converted to Deductible Goodwill Purchase

Dec 31, 2012

OUTCOME: Buyer saves an estimated $120,000 in taxes over 15 years.

I represented Buyer. Seller was a partial owner in a dental corporation, and the original corporation stockholder agreement required that stock be sold, but not specifying personal goodwill as part of ... the sale. Payments for stock are not tax-deductible expenses. By adding the sale of personal goodwill to the stockholder agreement, and allocating 80% of the price to that goodwill, Buyer can now deduct 80% (rather than 0%) of the purchase price. Since stock and goodwill are both eligible for capital gains treatment, Seller remained in the same tax position as before and did not object.

Mergers and acquisitions

Hidden IRS Lien Discovered before Purchase Closed

Nov 01, 2012

OUTCOME: Seller's undisclosed and undiscovered $264,000 IRS lien against his dental practice was then discovered by my unusual request for a 2nd lien search. Seller refused to pay the IRS despite contract requirements, so my client didn't buy the practice.

I represented a dentist buying a practice for $550,000. As we proceeded through the transaction I started to distrust the seller because he was leaving the USA after the sale and didn't complain at all ... about my tough contract language. Both the escrow and the buyer's lender ran "lien checks" against the seller (using the practice address) that showed no liens. Nevertheless, I asked escrow to run the lien check again but this time not limited by address. This time a 2 year old $264,000 IRS lien showed up against the seller's home address. Had the sale closed without my request for a 2nd lien check, my client would have owed the full IRS lien, the lender risked a bankrupt buyer and a defaulted loan, escrow would be the target of a lawsuit, and the seller would have disappeared overseas with $550,000 in cash.

Mergers and acquisitions

Dental Practice Purchase - Seller Died Prior to Signing Contract

Nov 10, 2008

OUTCOME: Closed the sale in 40 days (not 6 months).

My client (the buyer) found a dental practice for sale. I negotiated and drafted a very favorable contract for my client, but prior to signing the contract, one of the two sellers died. While finalizin ... g the contract, the buyer's financing had been approved, due diligence was completed, and the new lease had been finalized. Had the deceased seller completed proper estate planning, the sale could have closed immediately on his widow's signature. Unfortunately, no corporation or trust existed to allow this result, nor was there a will. Ordinarily, it would take many months to go through a intestate estate probate and complete the sale. I came up with a creative solution to give the seller's widow authority to sign the sale contract without going through probate. I did this with a specialized (and relatively unknown) post-death estate planning document that gave the widow full legal ownership of the deceased seller's share of the dental practice only 40 days after his death, without probate. My technique permitted the sale to close only 40 days after death, rather than an estimated 6 months after death.

Real estate

Successful Lease Negotiation

Dec 08, 1989

OUTCOME: Successfully proposed a creative solution to a sublease problem.

I wanted my client (the subtenant) to have the legally enforceable right to deal directly with the landlord, rather than always going through the tenant. Usually, only the tenant has the right to make ... legal claims against the landlord - if the subtenant has a complaint, he has to convince the tenant to make that complaint. No form book language was available for this novel approach, nor had anyone in my firm ever seen such language used. Therefore, I used the legal concept of "privity of contract" to draft a completely new contract clause to achieve the desired result. My creativity in coming up with this new language, only 5 years out of law school, was complimented by one of the top real estate attorneys in town.

Estate planning

Obtained Retroactive $1M Generation Skipping Tax Exemption

Mar 01, 1988

OUTCOME: The IRS accepted the retroactive claim, saving the heirs $550,000 in estate taxes.

Marcella died in early 1987 with a substantial estate. The $1M GST tax exemption had just been passed in 1986, while the client was alive, but due to illness she never changed her estate plan to take ... advantage of the tax exemption. I obtained written evidence from Marcella's doctor that she was incompetent at the time the GST law was passed, told the IRS that had Marcella been competent she would have amended her trust to take advantage of this exemption, and submitted that evidence to the IRS on a form I created (no form was yet available from the IRS to claim this exemption).

Robert Wayne Olson Jr's Legal Cases (5)

Non-Deductible Stock Purchase 80% Converted to Deductible Goodwill Purchase

Hidden IRS Lien Discovered before Purchase Closed

Dental Practice Purchase - Seller Died Prior to Signing Contract

Successful Lease Negotiation

Obtained Retroactive $1M Generation Skipping Tax Exemption