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Michael E. Gentile
Partner
Michael Gentile advises clients on corporate governance, transaction and federal tax matters related to a wide range of business transactions, including corporate restructurings, mergers and acquisitions, sales and other forms of dispositions, and debt and equity financings.
Michael has significant experience in the structuring and taxation of partnerships and other pass-through entities. He has represented many sponsors and investors in complex partnership, limited liability company and joint venture transactions, with a particular focus on real estate holdings and the development of commercial and muti-family residential properties.
Federal Tax Experience
Multiple fintech companies
Provided tax guidance on and structured holding and operating companies in connection with acquisitions, internal restructurings and consolidations.
Incentive arrangements for partnerships
Designed and administered equity-based incentive programs, including grants of profits interests in limited liability companies and "upstairs/downstairs" partnership arrangements, for clients from a wide range of industries, including hospitality, real estate and technology.
Recapitalization and equity financing transaction
Represented a manufacturer in connection with a corporate recapitalization and a follow-on multi-million dollar equity financing.
Incorporation of partnership and subsequent offering
Represented a limited liability company in the technology sector in connection with a complex incorporation transaction to accommodate an private equity fund in a subsequent equity offering.
Sale of hospitality company
Represented an S corporation in connection with its acquisition by an institutional investor with a roll-over component, equity compensation and subsequent tax reporting matters.
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Joint Venture Experience
Joint ventures for Sumitomo Forestry America Inc.
Represented Sumitomo Forestry America Inc. and its affiliates focusing on the multifamily sector in numerous acquisitions, dispositions, joint ventures and financings for properties located in various states.
Joint ventures for Investco LLC
Represented Investco LLC and its affiliates focusing on the commercial and single family home sector in numerous joint ventures.
Joint ventures for Seattle real estate company
Represented affiliate of Burrard Group in a real estate joint venture to build a 370-unit condominium building in downtown Seattle.
Joint ventures for Portland real estate company
Represented an anchor investor in a real estate joint venture to build an apartment building with commercial retail space in Portland, Oregon.
Real estate investment fund formation and securities transaction
Represented private equity sponsor in the formation of a real estate investment fund and offering of multimillion in equity interests.
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Admitted to Practice
- Washington, 2006
Education
- LL.M., Taxation, University of Washington School of Law, 2007
- J.D., University of Oregon School of Law, 2006
- B.A., Business Administration, Hope College, 2001, cum laude
Memberships & Affiliations
- Washington State Bar
- Member, WSBA Partnership and LLC Law Committee, 2022-present
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hundred dollar bills
05.17.21
Advisories
Trusts & Estates
Washington Enacts New Capital Gains Tax for 2022 and Beyond Read More Income tax return and money
04.03.20
Advisories
Corporate & Business Transactions
IRS Extends Tax Payment and Filing Deadline Due to COVID-19 Read More Insights
06.11.18
Advisories
Trusts & Estates
Sweeping Changes to Partnership Audit Rules Warrant Changes to Existing Partnership and LLC Agreements Read More Publications
Spring 2018
Publications
"Proposed Computational Framework for Internal Revenue Code § 199A," Tax Development Journal, Volume 8 Read More 08.01.17
Presentations
"Anatomy of an Operating Agreement," Business & Tax Group, Davis Wright Tremaine LLP
11.21.16
Insights
Governance & Business Operations
Consider The Risks Before Electing S Status For Your LLC Read More 10.29.12
Presentations
"LLC Agreements: Tax Impacts of Drafting LLC Agreements," Business & Tax Group, Davis Wright Tremaine LLP
01.12.12
Presentations
"M&A Transactions: Tax Impacts of Choice of Deal Structures," Business & Tax Group, Davis Wright Tremaine LLP
06.15.11
Presentations
"Storm Clouds on the Horizon: An Uncertain Future for Taxation of Carried Interests," Washington Women in Tax
2009
Publications
Co-author, "Dissolution" chapter, Washington Partnership Deskbook
2008-2013; 2015-present
Publications
Co-author, "Alaska" chapter, ABA Sales and Use Tax Deskbook
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