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SUSAN A. BERSON Partner

Berson Law Group LLP

Practice Areas Tax

Business Mediation

Discovery & LitigationFINRA Arbitrator

Bar AdmissionsKansasMissouri

U.S. Tax Court U.S. Court of Federal Claims

U.S. Supreme Court U.S. Courts of Appeals for the

Eighth and Tenth Circuits

Law School University of Nebraska, J.D., 1990Georgetown University, LLM, 1994

Contact (913) 397-2702 (Direct)

(913) 273-0747 (Fax) (816) 510-0179 (Mobile)

sberson@banktaxlaw.com

SUMMARY

Susan A. Berson handles tax, business and mediation matters. She has over 25 years of legal experience in financial, tax and regulatory law. For two decades, she’s worked with entrepreneurs, business clients and their boards, their staff and families. Susan combines her unique background of being a former Justice Department prosecutor, IRS experience and business knowledge to advise small business owners, entrepreneurs, and their boards on how best to achieve their respective financial, tax and business operation goals in compliance with applicable laws.

Susan began her career in the Attorney General Honors Program with the U.S. Department of Justice, Tax Division, in Washington, D.C. Responsible for litigating and trying tax cases to judges and juries, in 1996, Susan’s legal skills were recognized with the Outstanding Attorney Award by the Attorney General. By 1998, she entered private practice, joining the Business Litigation Group of Shook, Hardy & Bacon LLP. Susan earned partnership, working with her colleagues at Shook, and the firm’s local, national and international clients from 1998 to 2005. Then, Susan resigned from Shook, to start her own firm, focusing on small business owners, entrepreneurs and their boards. By 2007, Dave joined her, bringing his corporate, business, banking and securities expertise to form Berson Law Group LLP. For the past 10 years, the Berson Law Group LLP, has focused solely on representing entrepreneurs, small business owners, community and regional banks, their boards of directors, holding companies, family-owned businesses and trustees and beneficiaries.

Among the business and operational matters Susan handles: defending audits by state Departments of Revenue, IRS and U.S. Department of Labor, claims for refund, drafting/negotiating agreements, compromises, and settlements, record keeping and reporting, ensuring regulatory compliance and developing best practices, internal investigations, mediating conflicts/disputes, conducting and responding to discovery, diffusing threatened litigation and handling actual litigation, creating educational and philanthropic not-for-profits and recommending best practices for maintaining 501(c) compliance, and appealing agency determinations.

In tax matters, Susan is experienced in all phases of administrative, audit, enforcement, collection, appeals and regulatory action. Susan draws on her experience representing the IRS early in her career to help clients understand the IRS playbook. Susan advises clients in a variety of industries, markets and professions about tax audits, tax compliance and reporting obligations, entity selection and developing best tax practices, and recent legislative changes which impact their industry-specific practices, professions and wealth preservation opportunities. When litigation is on the horizon, Susan is also admitted in state and federal district, bankruptcy, and tax courts to handle such matters. Accounting, financial and legal professionals also retain Susan for consultations about audit strategy, responding to IRS information and document requests, appealing agency determinations, pursuing administrative relief, litigating issues in court, analyzing the tax consequences of entity selections, mergers/sales, loan transactions, severance, settlements, judgments, dischargeable tax debt in bankruptcy, tax-related investments, wealth management and preservation strategies/proactive retirement planning measures.

2016 Outstanding Service Award

2013 Bronze Medal

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As a Certified Mediator, Susan mediates business disputes, tax matters, and conflicts among beneficiaries and estates. An attentive listener, Susan’s mediation style is to diligently work with disputing parties to develop options, and move disputes toward a resolution.

Susan is also an arbitrator for FINRA’s Dispute Resolution Program. As an arbitrator, she is responsible for deciding cases on a variety of security and business issues for FINRA in its securities dispute resolution forum.

LICENSES

Susan is admitted to practice in the District of Columbia, Kansas, Missouri, the United States Tax Court, the United States Court of Federal Claims, the United States Court of Appeals for the Eighth and Tenth Circuits, and the Supreme Court of the United States. She has also been admitted in a pro hac vice basis in various state and federal courts.

TREATISE, PUBLICATIONS AND SEMINARS

Susan is the author of many articles and four books: Federal Tax Litigation (Law Journal Press) which she is responsible for updating twice-a-year, Personal Finance for Professionals (2d ed. ABA 2014); The Lawyer’s Retirement Planning Guide (2d ed. ABA 2014), and “The Dodd-Frank Wall Street Reform and Consumer Protection Act: From Legislation to Implementation to Litigation (ABA 2011). Her writing earned a Bronze medal from the American Society of Business Press Editors, and some of the articles Susan has authored, and seminars where she has been a speaker, are listed below.

Articles: "Embezzlement, the IRS and Taxes: A Cautionary Tale," Column, Business Journal of Kansas City (March 31, 2017); “Implementing The Estate and Gift Tax Changes Before 2013’s Sunset”, Journal of the Kansas Bar (May 2011); “Channeling a Refund to Pay Down Debt,” InTouch, Community Bankers Association of Kansas (August 2010); “Taxation of Damage Awards and Settlements”, Journal of the Kansas Bar (July 2009); "Ask Questions, Look for IRS Red Flags Before Investing in Tax Shelters," Kansas City Business Journal, April 7, 2006; “When a Business Fails to Pay Employment Taxes: Potential Consequences to Financial Institutions”, Journal of Taxation and Regulation of Financial Institutions, March 2005, “Grand Jury Practice for In-House Counsel”, INSIGHTS, The Corporate & Securities Law Advisor, Vol. 18, No. 2, February 2004; "Business Strategies Can Create Duty From Directors to Creditors, Too," Kansas City Business Journal, March 1, 2002; "When a Business Fails to Pay Employment Taxes," Kansas City Small Business Monthly Journal, Vol. 9, Issue 8, August 2000; "Disputing An IRS Assessment: An Overview," 55 J. Mo. B. 143, Journal of the Missouri Bar (May/June 1999).

Seminars: “The New Tax Act: Summary of Key Changes for 2018,” Kansas Bar Association Annual Meeting (Speaker, Overland Park, Kansas, June 15, 2018); “The ABCs of the IRS in 2018 for Entrepreneurs, Startups and Small Business Owners,” Boulder Startup Week 2018 (Speaker, Boulder, Colorado, May 17, 2018); “Avoiding Tax Traps In Settlements and Awards In 2018,” Kansas Bar Association’s 18th Annual Slam Dunk Conference, (Speaker, Manhattan, Kansas, January 29, 2018); “Using Mediation in Bankruptcy and in All Things Tax,” Advanced Mediation Seminar (speaker, Kansas Bar Association Topeka, December 1, 2017); ”Avoiding Tax Traps in Settlements & Awards,” (Speaker, Lawrence, Kansas, May 26, 2017); "Tax Tips for Small Businesses for 2017”, Kansas Bar Association’s 17th Annual Slam Dunk Conference, (Speaker, Manhattan, Kansas, February 7, 2017); “The Intersection of Taxes and Bankruptcy”, Debtor-Creditor Bar of Central Arkansas (Speaker, Little Rock, August 24, 2016); “Taxes and Bankruptcy”, (Speaker, NACTT Annual Conference, Philadelphia, July 21, 2016); “Basics of Retirement Planning”, Kansas Women Attorneys Association (Speaker, June 22, 2016); “2016 Top Ten Things to Know for Spotting Common Tax Traps”, (Speaker, 12th Annual Insurance & Financial Advisors Continuing Education Conference, Manhattan)(April 27, 2016); “Understanding the Intersection of Taxes and Bankruptcy” (Co-Presenter with the Honorable Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas, Kansas Bar Association’s Bankruptcy and Insolvency Annual Conference)(April 8, 2016); “Taxes and Bankruptcy” (Co-Presenter with the Honorable Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas, Missouri Bar Association’s Annual Bankruptcy Institute, Springfield, Missouri) (March 17, 2016); “Taxes and Bankruptcy” (Co-Presenter with the Honorable Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas, Missouri Bar Association’s Annual Bankruptcy Institute, Kansas City, Missouri)(February 26, 2016); “Ask the Experts”, (Panelist, Kauffman Foundation, Global Entrepreneur Program) (November 19, 2015); “Practical Tips for Handling Tax Debts in Filing Bankruptcy”, (Panelist, American Bankruptcy Institute) (September 23, 2015); “Top 10 Tax Traps for Small Business Owners in 2015”, (Kansas Bar Association May 2015) (addressing IRS and tax issues).

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Seminars (Continued): “Tax and Bankruptcy” (Panel, American Bankruptcy Institute Winter Leadership Conference (Palm Springs, California December, 2014)( discharging and settling tax issues by businesses); “Tax and Bankruptcy: Just Like Peas and Carrots” (Panel, 33rd Annual Midwestern American Bankruptcy Institute Forum (October 4, 2013); “Exit Planning: A Guide to Protect Your Client’s Interests (and Loved Ones) from Harm After You’ve Gone”, (KWAA Annual Conference, (July 19, 2013) (how to develop contingency and exit plans to handle fiduciary, financial and personal obligations in the event of a lawyer’s incapacitation, disability, or death);The Ethics of Practicing on the Edge: New Issues in Cross Practice Representation,” (Panel, November 2012, Kansas Bar Association) (addressing Kansas ethical and professional rules for lawyers); “Law Practice Management in the 21st Century,” (Panel, Johnson County Bench/Bar Conference, March 7, 2012) (techniques and best practices for incorporating technological advances for the benefit of clients who seek quality and cost-effective representation); “Missouri Bank Taxation and Tax Credits”, Missouri Bankers Association (October 2010); “Effectively Using the Rule 30(b)(6) Deposition As A Sword and A Shield”, Kansas Bar Association Litigation All-Stars (September 2010); “IRS Audit Considerations for Estate Tax Planners”, Douglas County Estate Planners (January 2010); “Recession-Proofing Your Practice” and “Personal Finance Essentials”, Wyoming Annual Bar Convention (September 2009); “ABA Thriving in A Recession” (a four week series June/July 2009); “Ten Things Every Lawyer Should Know About the IRS,” KWAA Annual Conference (July 2009); “Overview of a Criminal Investigation Involving Corporate Employees,” Kansas Bar Association 2004).

AWARDS AND HONORS

Best of Bar, Business Journal of Kansas City Annual Publication (2005 to present) Outstanding Service Award, Kansas Bar Association (2016) Bronze Medal Azbee Award, American Society of Business Press Editors (2013) Outstanding Attorney Award, Attorney General, U.S. Department of Justice, Tax Division (1996)

PRIOR EMPLOYMENT HISTORY

Tax Litigation Group LLC (Kansas City, MO) September 2005 to December 2007 Principal

Shook Hardy & Bacon LLP (Kansas City, MO) April 1998 to August 2005 Partner United States Department of Justice Tax Division (Washington, DC) September 1990 to March 1998 Trial Attorney, U.S. Department of Justice Tax Division Attorney General Honors Program

CIVIC, COMMUNITY AND BAR ACTIVITIES

Susan is a Trustee on the Board of Trustees for the Kansas Bar Foundation. She is on the Past-Presidents Council of the Kansas Women Attorneys Association, serving as its President from 2014 to 2015. She is an advisory member of the Kansas Bar Association’s Law Practice Management Committee, the Planning Chair for the Kansas Bar Association’s 2018 Annual Conference, a member of the Association of Women Lawyers in Kansas City, and a member of the Missouri Bar Association. She is the Membership Chair for the ABI Tax and Employment Law Group, a member of the ABI Mediation Committee, and a member of the Association of Missouri Mediators. As a committee member of the ABA Tax Section, she worked on the Virtual Currency project which provided ABA’s comments to the IRS concerning the mobile payment movement and banking trends.

From 2011 to 2016, Susan organized the “Food From The Bar” donation drive benefitting local food pantries and food banks in the state of Kansas. From 2009 to 2011, Susan had been appointed to the U.S. Commission on Civil Rights Advisory Committee for the District of Kansas. In addition to serving as the past Chair of the Fundraising Committee for the Habitat for Humanity Women Build 2005 project, she has also served on various nonprofit boards in the Kansas City area, including Rose Brooks Center Against Domestic Violence, Whatsoever Community Center, the Society of Photography, and was active in fundraising for The Women’s Foundation of Greater Kansas City and CASA.

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TYPES OF MATTERS THAT WE HANDLE

In Susan’s practice, some of the types of issues and cases that our firm handles include:

Audits. Many taxpayers mistakenly plunge into an audit flying solo, without the aid of an attorney or other professional. However, negotiating and responding to IRS information/document requests is an important part of an audit process. It is imperative that a balance be attained between providing the information that the IRS may legitimately need, while protecting taxpayer privileges and limiting information requests to a rule of reason. The IRS has increasingly been involving its attorneys early on in the audit examination process. Because of this, our experience has been that it can be crucial to a taxpayer’s success to have legal counsel before revealing information to the government. In that regard, we have experience planning for, and managing audits, as well as various audit issues such as responding to information document requests, complying with formal document requests, quashing summonses, controlling statutes of limitation, establishing document retention procedures, and identifying and protecting privileged documents. This practice area includes experience with various special IRS programs such as the Coordinated Examination Program, the Large Case Program, the Industry Specialization Program, the Market Segment Specialization Program, the Early Referral Program, the Appeals Coordinated Issues Program, and the Tax Preparer and Tax Promoter Programs.

Withholding Taxes, Sales Taxes, Use Taxes. The IRS and state departments of revenue routinely focus on withholding requirements for businesses and employers. This is especially pertinent to service industry professionals --from attorneys, doctors, dentists, to cash-based businesses, such as restaurants, spas and salons to technology and “IT” contractors—where an IRS revenue agent or state tax auditor is statutorily charged with the responsibility of carefully scrutinizing the withholding and proper payment of taxes practices employers may implement when hiring independent contractors and employees. Susan Berson has significant experience handling IRS audits and state sales and use tax audits, appeals and controversies. From pre-planning review to implementation of proper record keeping practices to handling actual audits, appeals, and defending officers who may be surprised to find that the government is assessing them for the unpaid tax liabilities of their businesses. If you are the owner, officer or director of a business facing audit scrutiny from the IRS, or states of Missouri and Kansas, Susan can help you evaluate your circumstances, including an honest analysis of the most cost-effective options to move forward and continue with your operations’ goals.

Troubleshooting Tax Planning, Trusts and Wealth Preservation Matters. Tax issues can arise from business transactions, investments, trusts, and even certain accounting practices. We consult with financial professionals such as accountants, C.P.A.‘s, certified financial advisors, investment and wealth managers, as well as their beneficiaries and customers, respectively, concerning the potential consequences of bequests, entity selections, mergers/sales transactions, severances, settlements, tax-related investments, and proactive planning measures. Evaluating potential adverse tax consequences that can harm the tax, financial management and wealth preservation goals of a financial professional’s customers, including trust beneficiaries, respectively, are matters in which both Susan and Dave can help.

Tax Regulation of Financial Institutions. We also provide advice with respect to certain tax matters related to merger transactions and Subchapter S elections of bank holding companies.

FBAR Compliance. The Bank Secrecy Act (“BSA”) empowers the U.S. Department of Treasury with the authority to establish and enforce record keeping and filing requirements applicable to individuals, banks, and businesses which have financial interests in and/or signature authority concerning financial accounts maintained in foreign countries. Our firm has experience in the preparation stages for ensuring compliance as well as the audit stage should a notice be received for non-compliance.

Controversy and Refund Litigation. We litigate cases in U.S. Tax Court, U.S. Court of Federal Claims and Federal District Courts. Tax issues arising from business transactions, accounting practices, employment taxes and withholding, independent contractor status, wrongful levy and tax policy are types of matters that we have successfully handled. Refund claims, tax shelters, tax promoters, independent contractor and employment matters, innocent spouse claims, jeopardy assessments, alter ego/nominee assessments, Privacy and Freedom of Information Act requests, and seeking monetary damages for unauthorized IRS actions are also matters we handle. Consistently, we strive to resolve controversies with the government through cost-saving alternative dispute resolution programs such as mediation in lieu of litigation, when possible.

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Analysis of Pre-Bankruptcy and Post-Bankruptcy Options. We provide advice concerning the dischargeability of IRS and state tax debts to bankruptcy lawyers who represent business debtors, lenders and/or institutional creditors.

Tax Fraud. Allegations of tax evasion, filing false tax returns, failure to file tax returns, money laundering, offshore banking, asset forfeiture, bankruptcy fraud and false statement(s) to government officials are examples of financial crime cases in which we have expertise.

Grand Jury. We also advise taxpayers who may be under investigation by a grand jury or are subpoenaed to appear before a grand jury to testify as a witness and/or produce documentation.

New Market Tax Credits. Tax credit equity investments are a critical part of the financing plan for real estate development projects in various markets. Both Federal and state tax credit programs encourage real estate transactions involving the use of such tax credits. We help investors and lenders in reviewing the structural requirements for tax compliance.

Business Buyouts, Mergers/Acquisitions/Sales, Dissolutions of Partnerships, LLC and Corporations. From starting a business to winding down, corporate records, contractual agreements, financial and liability protection are legal matters that all owners must address. When buying or selling a business, “due diligence” necessitates the importance of retaining counsel to ensure risk and exposure to liability is minimal. Nondisclosures, confidentiality and escrows are other matters that our firm has experience in helping clients analyze and prepare. Likewise, certain records are necessary when dissolving a business, partnership or corporation. Protections from risks of liability, potential unfavorable tax consequences and future employment restrictions are all legal matters our firm has extensive experience and expertise in handling for our clients.

Offshore Voluntary Disclosure Program (“OVDP”) . Since 2009, the IRS has maintained a program to handle the proper reporting of offshore accounts with the U.S. government. Our firm has experience in analyzing the merits of participating in this program, procedures for achieving compliance with offshore account reporting requirements, filing the appropriate reports, including the FinCEN 114, Report of Foreign Bank and Financial Accounts which supersedes Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (commonly referred to as “FBAR”). Exceptions to the FBAR reporting requirements exist. Making informed decisions about the reporting requirements, and considering whether circumstances present opportunities to seek relief from certain penalties for noncompliance are subjects in which our firm can guide individuals, investors, and business owners towards resolution.