Charles Wern Bio

Charles’ practice includes 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 also has experience with international transactions and foreign tax planning matters, including inbound transactions (e.g., foreign businesses and individuals with U.S. operations or investing in U.S. businesses and/or real estate), outbound transactions (e.g., U.S. businesses with foreign operations, subsidiaries and/or investments), FIRPTA transactions and analysis, foreign joint ventures and income tax treaty planning. Prior to joining Jones & Keller, Charles was a partner with Nadler, Nadler & Burdman Co. LPA, a boutique northeast Ohio law firm that represented companies, business owners and high net worth individuals, where he served as effective general counsel to individuals and private and public company clients, assisting them in structuring and effectuating business transactions and estate plans, and problem solving complicated business matters. Prior to Nadler, Nadler & Burdman, Charles was an associate in the corporate and tax department of the international law firm Reed Smith LLP, in New York, NY, where his practice focused primarily on domestic and foreign tax planning and assisting the corporate department in structuring and effectuating M&A transactions, real estate investments and foreign joint ventures. Charles is a graduate of the New York University School of Law Graduate Tax Program where he received his LLM in Taxation. Charles is also a regular lecturer on LLC and tax planning matters.