Michael Flyer is an experienced tax and business lawyer who serves as counsel and advisor to corporations and other business and professional entities and individuals in planning and implementing business strategies and transactions. Mr. Flyer handles corporate transactions, such as mergers and acquisitions, internal corporate restructures and leveraged buyouts, and transactions involving the use of employee stock ownership plans. These transactions and restructures are often in the context of succession planning, including for family businesses. Because of his background in Federal income tax law, Mr. Flyer also provides tax advice in connection with such transactions.

Prior to co-founding Tucker Flyer in 1969, Mr. Flyer focused on employee benefits and corporate reorganization tax law at the National Office of the Internal Revenue Service and served as a Section Chief in the Corporate Reorganization Branch. Having a tax background, Mr. Flyer assists clients in structuring corporate and business transactions to maximize tax benefits, and employs innovative tax planning techniques for businesses and their owners.. In the areas of compensation, Mr. Flyer assists clients in structuring employee stock ownership plans and equity arrangements for executives and key employees.

Significant Matters

Transactions in Mr. Flyer's practice within the past few years include:

• Representation of a company in its sale of its retail operations to a competitor, in connection with a strategic plan to concentrate its efforts in membership, insurance and other services.
• Restructure of the ownership of a company by an acquisition of the stock owned by its principal stockholder and its key employees, as part of a leveraged buyout, resulting in an Employee Stock Ownership Plan (ESOP) owning 100% of the stock.
• Representation of a company which restructured its stock ownership, as part of a leveraged buyout of its stockholders, resulting in the third generation of key employees owning all of the equity, thereby providing a successful succession plan.
• Representation of a company owned by an ESOP in a sale of all of its stock to a public company, resulting in a full retention of the existing management and its employees by the purchasing company.
• Representation of a company in a restructure of its stock ownership by a combination gift and sale of non-voting stock by the owner to a family entity, in order to provide equity ownership to his children, and to implement a succession plan by freezing the value of the owner's interest in the company for Federal gift and estate tax purposes.
• Restructure the ownership of a small communications services business by having the sole stockholder sell the majority of her stock to a key employee, and retaining a specialized service component of the company.

Activities

Mr. Flyer has been an adjunct professor at The George Washington University Law School from 1972 until 2001, teaching the course in Business Planning. He has also served since 1987 as co-chair of the American Law Institute/American Bar Association Program - "Representing the Growing Company: Tax, Corporate, Securities and Accounting Issues."

Mr. Flyer is a former member of the Steering Committee of the Division of Taxation of the District of Columbia, and is a member of the Corporate Tax Committee of the American Bar Association Section of Taxation.

In addition, Mr. Flyer serves on the Board and is a past President of the Jewish Social Service Agency and serves on the Board of the Jewish Federation of Greater Washington.

Mr. Flyer also serves as a Trustee of the Massachusetts School of Law in Andover, Massachusetts.