Charles Wern – Jones & Keller

Charles specializes in the areas of tax planning and business transactions. He has extensive tax planning expertise with respect to partnerships/LLCs, C and S corporations, and individual income tax rules, as well as dealing with complex transactional tax issues in connection with mergers/acquisitions and other business transactions. He has served as tax and transactional counsel to clients, law firms, and accountants in connection with business formations, operations, sales/purchases of assets and equity, mergers/reorganizations, incentive compensation matters, private equity and start-up financing transactions, joint ventures/strategic alliances, and business exit plans (including distributions, redemptions and liquidation transactions). Charles has represented public and private companies and high net worth individuals in a wide array of industries (including the oil and gas and cannabis industries).

As a consequence of his combined tax and transactional practice, Charles has developed valuable expertise assisting with the structuring of transactions to guide clients to achieving the best outcomes from a combined economic, legal and tax perspective, as well as generally assisting clients with creative solutions to complicated business problems. In addition, as a result of this combined expertise, Charles has accumulated extensive experience with the drafting of LLC operating agreements and LP agreements to effectuate new ventures/start-ups, private equity/investment transactions, real estate investments and other joint venture transactions, particularly with respect to structuring of cash distribution waterfall provisions and the issuance of incentive profits/carry interests.

Charles has advised clients in a broad range of business transactions, including:

• Start-up and choice of entity planning;
• Private equity placements/investments and start-up financing transactions (including SAFE instruments and 1202 qualified small business stock tax planning);
• M&A transactions (including “UP-C” transactions, tax-free mergers, reorganizations and spin-offs);
• Cannabis industry tax planning (including 280E planning/analysis);
• Tax review of proxy statements, registration statements, offering memorandum, etc.;
• Sales/purchases of business assets and equity (including distressed businesses);
• Real estate purchase and sale transactions (including 1031 tax-free exchanges and qualified opportunity zone funds);
• Joint ventures and strategic alliances;
• Public and private company executive compensation/long-term incentive equity plans, LLC/partnership profits interest awards, and S corporation and LLC/partnership phantom equity plans (including 409A deferred comp issues);
• Commercial lending/financing transactions;
• Commercial real estate/shopping center leasing;
• Business succession, asset protection and estate planning; and
  General corporate matters and contracts;

Matters and Representation

• Advised multi-state retail cannabis dispensary business in structuring and implementation of multi-entity organizational and tax restructuring to maximize after-tax operating revenue and sale/liquidation proceeds along side convertible debt raise with an enterprise value of over $450 million
• Assisted retail cannabis operator in implementation of joint venture and acquisition of high-volume dispensary
• Assisted artist in effectuating license agreement and equity kicker with Canadian cannabis company
• Advised multiple cannabis related businesses on choice of entity planning, 280E analysis/planning, company restructurings, equity and debt raises, incentive equity issuances, and sales/exit plans