Eliot L. Kaplan
For more than 30 years, Eliot has served as a trusted advisor to clients on corporate and tax matters.
Eliot Kaplan assists clients with private placements and private equity transactions, mergers and acquisitions, partnerships, limited liability companies, and joint ventures. He also works with clients on programmatic joint ventures, entity planning and structuring, entity formation and dissolution, corporate governance, fund formation, and business reorganizations and restructurings. Clients seek Eliot’s guidance on minimizing the potential and related tax liabilities triggered by complex transactions and entity structures.
Eliot’s clients operate in several industries including real estate, healthcare, hospitality and leisure, recreation, homebuilding, construction, packaging, consumer goods, manufacturing, and franchising. They benefit from the experience Eliot gained in his former position as a lawyer in the national office of the U.S. Internal Revenue Service (IRS). While in private practice, he was appointed to and served on the IRS Advisory Council, which advises the IRS commissioner and other IRS officials on tax policy and administration issues.
Areas of focus
Industries
Services
Education & Credentials
Education
- Georgetown University, LL.M., Taxation, with distinction, 1993
- Arizona State University, J.D., 1989
- The University of Arizona, B.S., 1986
Bar and Court Admissions
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Arizona
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District of Columbia
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Missouri
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Kansas
Professional Recognition
Ranked by Chambers USA, as "America's Leading Lawyers" for Corporate: Mergers and Acquisitions, 2018-2024; Tax, 2020-2024
American College of Tax Counsel, Fellow
Named a "Leading Lawyer in Arizona" by The Business Journal: Phoenix
Named a “Top Lawyer” in Arizona by Ranking Arizona by Arizona Business Magazine
Named one of Arizona’s Finest Lawyers
Listed as a "Super Lawyer" by Southwest Super Lawyers, 2017-2024
Impact
Professional Leadership
- American Bar Association - Tax Section
Real Estate Committee, Former Chair
Sponsorship Committee, Former Member
Partnership & LLC's Committee - LLC Subcommittee - Business Law Section, Corporate Laws Committee
- State Bar of Arizona - Tax Council
Chair-elect
Treasurer, Former
Tax Law Advisory Commission
- Internal Revenue Service Advisory Council, Large Business and International Committee, Chair
- Phoenix Tax Workshop, Advisory Board Member
Community Involvement
- Juvenile Diabetes Research Foundation, Desert Southwest Chapter, Board President
- Jewish Federation of Greater Phoenix, Board Member, Former Chair, Federation 2.0 Agencies and Partnerships
- Southwest Human Development Corporation, Board of Directors, Former President
- Greater Phoenix Economic Council, GPEC Next Leadership Council, Board Member
News
Professional Experience
Mergers, Acquisitions, and Divestures
- Structured and negotiated the disposition of a homebuilder
- Structured and negotiated the acquisition and disposition of multiple medical practices
- Structured and negotiated the disposition of a residential window and door manufacturing and installation company
- Structured and negotiated the disposition of a national upscale home improvement products company
- Structured and negotiated the sale of a public company’s real estate franchising business
- Structured and negotiated the sale of an NHL hockey team
- Structured and negotiated the sale of multiple ski resorts
- Structured and negotiated the purchase and sale of hotel and other hospitality assets
- Structured and negotiated the acquisition of the assets of a media signage company
- Structured and negotiated acquisitions of the assets of a steel processing businesses
- Structured and negotiated many strategic and private equity acquisitions
- Structured and negotiated all types of mergers, including tax-free mergers, cash-out mergers, and taxable mergers
Joint Ventures
- Structured and negotiated many complex real estate joint ventures on behalf of both capital partners and developers
- Structured and negotiated many complex joint ventures involving entertainment assets
- Structured and negotiated many complex joint ventures involving fast casual restaurant assets
- Negotiated and structured complex hotel and hospitality joint ventures with residential real estate components
- Structured and negotiated numerous joint ventures involving media signage
- Structured and negotiated many complex joint ventures as part of a private equity acquisition and roll-over by sellers
- Negotiated and structured complex operating company joint ventures, including joint ventures involving public companies, private equity funds, and non-public companies
Fund Formation
- Formation of various funds targeting various kinds of real estate
- Formation of fund targeting private equity operational assets
- Formation of fund targeting distressed debt
- Formation of fund targeting borrowers of bridge loans
Private Placements
- Prepared the offering documentation for various real estate transactions
- Prepared the offering documentation for various private companies with business operations
Restructuring Transactions
- Structured and negotiated various asset acquisitions, sales, mergers, and dispositions involving businesses both in bankruptcy and out of bankruptcy
- Restructured many different types of businesses both in bankruptcy and out of bankruptcy from both a corporate and business standpoint and from an income tax standpoint
- Structured the reduction of debt for various entities who hold leveraged real estate assets from an income tax standpoint
- Structured the retaining of income tax attributes and minimizing of income from the relief of indebtedness from an income tax standpoint
Tax
- Provided guidance on and structured all types of sales, dispositions, mergers, and acquisitions
- Provided guidance on and structured all types of joint ventures including partnership, limited partnership, limited liability company, or other entity taxed as a partnership
- Provided guidance on and structured all types of offerings
- Provided guidance on and structured a wide range of real estate transactions, including transactions structured to minimize ordinary income and maximize capital gains and transactions involving non-U.S. citizens
- Provided guidance on and structured like kind exchanges and involuntary conversions (i.e., property takings by the government)
- Provided guidance on and structured equity and debt offerings
- Represented clients in audits before various tax authorities including the Internal Revenue Service and the Arizona Department of Revenue