Peter Withoff is a partner in the tax group, focusing primarily on federal income tax matters. During his career at Faegre Baker Daniels, Peter has dealt with a wide variety of federal income tax issues including taxable and tax-free mergers and acquisitions, complex equity and debt offerings, as well as refinancings and workouts.

Because of his expertise in partnership matters, Peter has acted as lead counsel in a significant number of public and private transactions involving both partnership and limited liability companies. While many of these entities involved commercial real estate or investment funds, others have involved a variety of other assets and business activities. In conjunction with these transactions, he has been responsible for all of the significant aspects, including the overall organizational structure of the entity, the special terms of any financing, the allocation and distribution mechanisms at the partnership level, and general tax and business counseling to potential investors, both individual and corporate.

Peter has also devoted a significant portion of his career to executive compensation matters, including statutory and non-statutory stock options, stock appreciation rights, restricted stock, phantom stock, and other forms of stock-based incentive compensation. He has also worked extensively with the golden parachute provisions, the Section 162(m) limitations on executive compensation, and the Section 409A deferred compensation rules.

He also regularly advises the owners of closely held businesses on many topics including choice of entity decisions, operational issues between the owners and the business, successorship planning, and special issues involving minority shareholders.

Together with other members of the Faegre Baker Daniels tax group, Peter has been involved in resolving disputes between taxpayers and the IRS, both at the administrative level and in court.

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