Bio

Ross Cohen is a member of Dentons' Tax practice, providing legal counsel to established and emerging business entities and nonprofit organizations. He ensures his clients understand the complex legal and tax issues they face, and he works closely with them to help achieve their legal and tax structuring goals. Ross has a broad range of experience in tax and business law and works with clients in various industries, including real estate, transportation, hotel, restaurant and hospitality. He also often serves as an outside general counsel to his clients with respect to their legal matters. Ross has represented numerous closely held and family businesses with simplifying (or expanding) their existing corporate structures in tax-efficient manners to achieve their goals. He also assists with business succession, including friendly and adversarial separations of owners. Ross' work with businesses includes advising startups on business formation and preparation, and negotiation of partnership agreements and operating agreements, always with an eye toward tax efficiency. He anticipates potential conflicts that may arise and works to have all partners agree on how those issues will be resolved. Ross assists his clients in developing the most appropriate buy and sell valuation mechanisms in shareholder agreements, the proper restrictions on transfer of shares and plans for possible issues that may arise in the future. Ross advises on the tax laws applicable to tax-exempt organizations to ensure his clients comply with ever-changing IRS rules and regulations. He represents clients in establishing new nonprofit organizations, applying for tax-exempt status, and resolving issues related to obtaining and retaining such status. Ross also analyzes whether particular activities may trigger unrelated business income tax. Ross works with private foundations (including operating foundations) on tax matters, including the avoidance of self-dealing transactions, excess business holdings and other prohibited activities that could result in excise taxes or penalties on foundations and their managers. Ross also helps in planning and implementing transactions involving captive insurance companies (including 831(b) microcaptives), including mergers, conversions, domestications, terminations, and wind downs. Ross represents corporate clients with structuring and tax issues that arise in the context of larger M&A transactions. He also works with businesses on executive compensation tax matters, including establishing deferred compensation agreements, phantom stock arrangements, profits interests grants for limited liability companies and other compensation vehicles. He always looks to anticipate any tax liabilities that may occur and seeks the most advantageous arrangements, positions and provisions for his clients.