Joseph W. Gibbs

Listed in The Best Lawyers in America® Tax Law, 1995-2023 Litigation and Controversy – Tax, 2010-2023 Economic Development Law, 2011-2023 Trusts and Estates, 2018-2023 "Lawyer of the Year," Nashville, Economic Development Law, 2015 "Lawyer of the Year," Nashville, Economic Development Law, 2013 "Lawyer of the Year," Nashville, Tax Law, 2011, 2019 Listed in Mid-South Super Lawyers, Tax, 2006-2021 Listed in Nashville Business Journal, "Best of the Bar," Tax/Estate Planning, 2006, 2010 Listed in Business Tennessee "Best 101 Lawyers," 2004-2005 "150 Best Lawyers," 2006-2012 Economic Incentives - Tax incentives for acquisition renovation of facility Representation of national manufacturer with respect to tax incentives for the acquisition renovation of equipping a manufacturing facility with capital expenditures in excess of $100 million. Economic Incentive - Tax incentives for distribution facility Representation of national retailer with respect to tax incentives for the construction and equipping of a distribution facility with capital expenditures in excess of $50 million. Economic Incentives - Tax incentives for international manufacturer Assistance in the representation of international manufacturer with respect to tax incentives with respect to the construction and equipping of a manufacturing facility with capital expenditures in excess of $1 billion. Division of assets Representation of division between co-owners of real estate development assets in excess of $100 million. State and Local Tax (SALT): Won summary judgment in favor of several major cosmetics and fragrance manufacturers challenging state sales and use tax assessments on in-state department store samples and gifts with purchases. Administrative Appeals Representation of taxpayer before the Internal Revenue Service Appeals Office resulting in a refund in excess of $4 million. Administrative Challenge of Denial of Refund Representation of national energy company resulting in a refund in excess of $400,000 resolved at the administrative level. State and Local Tax (SALT) Litigation Case Successful challenge on behalf of an online service provider to multiple state sales tax assessments on internet access services. Appellate Litigation Case Participated in leading case on behalf of an out-of-state mail order retailer challenging the state’s nexus or taxing jurisdiction to assess sales and use taxes on constitutional grounds. $49 million acquisition of 43 retail fuel and convenience stores State tax advice with respect to $49 million acquisition of 43 retail fuel and convenience stores in north Georgia and east Tennessee. Reorganization of holding company to facilitate employee ownership Federal tax advice with respect to holding company reorganization to facilitate employee ownership. Business Related Transactions Assisted client with holding company reorganization to facilitate employee ownership involving multiple revenue streams and correspondingly multiple tiers of distributions and allocations.  Advised client with respect to the spinoff of lines of business to position the company to raise additional equity for the dominant line of business or a sale of the business. Real Estate Related Transactions Advised client in the formation of a publicly-traded REIT, including the preparing the tax discussion in the prospectus, the tax indemnity agreements, the liability retention agreements, the tax provisions first tier limited partnership as well as the tax issues relating to bringing all of the investor owned properties into the REIT structure.  Advised and structured the disposition of multi-family residential property and a deferred like-kind exchange into multiple Delaware statutory trusts.  Structured a combination of a like-kind exchange, raising of additional capital and redemption of all or a part of the interest of limited liability company members that did not desire to participate in the exchange.  Advised clients with respect to the structuring of partnership tax allocation provisions with respect to property contributed by existing partnership, equity to be contributed by incoming partners and a refinancing of the debt secured by the property with a value in excess of $100MM.  Advised multiple clients with respect to structuring partnership allocations in partnerships between real estate development companies and institutional investors both as counsel to development companies and institutional investors.  Advised multiple clients with respect to structuring the acquisition, ownership and disposition of real property to achieve the most tax-efficient structure for Tennessee franchise and excise tax purposes. Tax Controversy Related Representation Representation of taxpayer before the Internal Revenue Service Appeals Office resulting in a federal corporate income tax refund in excess of $4 million involving a determination that an exchange of property by the taxpayer was not a like-kind exchange, and therefore the taxpayer was entitled to recognize a loss for federal income tax purposes.  Successful appeal to the Internal Revenue Service Appeals Office resulting in a determination that a transaction entered into by a foreign corporation was not a deemed dividend for U.S. tax purposes involving a payment of in excess of $18MM.  Successful appeal to the Internal Revenue Service Appeals Office upholding the valuation of a covenant not to compete valued by the taxpayer of approximately $13MM and valued by the Internal Revenue Service at approximately one-half of the taxpayer’s valuation.  Successful state court trial and appellate court litigation holding that gain from the sale of real estate held too be nonbusiness earnings allocable to the state in which the property is located and not apportionable for purposes of the Tennessee corporate excise (income) tax.