business succession planning · 9/8/2018 1 presented by james philip head business succession...

9/8/2018

1

Presented by James Philip Head

Business Succession

Planning

222

Importance of Family Business

> 90% of US Businesses are Family Dominated

> 50% of GNP and 50% of Employment

> 70% Fail After 2nd Generation

> 90% Fail After 3rd Generation

– Estate Tax is Often Blamed

– Australia Has No Estate Tax, But The Same Failure

Rate

333

Important Players

> Owner

> Spouse

> Children

– Involved in Business

– Not Involved in Business

> In-Laws

– Involved in the Business

– Not Involved in the Business

> Key Employees or Advisors

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PRECONDITIONS TO A SUCCESSFUL BUSINESS

SUCCESSION PLAN

> CORPORTATE/ORGANIZATIONAL DOCUMENTS

NEED TO BE ACCURATE, WELL DRAFTED,

COMPLETE AND UP-TO-DATE

– In 90% of the cases, small business have incorrect, incomplete

or ambiguous corporate/organizational documents which could

result in disputes and costly litigation if not modified

> GOOD PERSONAL ESTATE PLAN FOR OWNER

– Make use of a revocable trust and fund the trust to permit a

successor trustee to step into the shoes of the owner

– Make use of the 11.18 Million Estate Tax Exemption with Credit

Shelter Trusts

555

Elements of the Plan

> Who Gets What? – Fair v. Equal

> Satisfy the Cashflow Needs of the Owner

> Satisfy the Owner’s Desire for Control

> Who is Entitled to Equity in the Business?

> Who is Entitled to Employment in the Business?

> Should the Company Be Retained or Sold?

666

Fair v. Equal

> Children Too Young to Run Business

> Children Can Run Business

> One Child in Business – What About Others?

> Multiple Children in Business

> No One Wants the Business

> No One Can Perpetuate the Business – the Key

Person Problem

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Cashflow

> Threatening Cashflow Threatens Viability of

Succession Plan

> Focus on After Tax Cashflow and Not Source of

Funds

– A Dollar is a Dollar is a Dollar

– Rental Payments, Non-Compete Payments,

Consulting Fees, Redemption Payments, Etc. Can

Replicate Traditional Cashflow

888

Control

> Ideally in the Hands of as Few People as Possible

– Need One Leader and Focal Point

> Control and Ownership Can Be Managed

– Non-Voting Interests

– Shareholder Agreements

– Voting Agreements

– Restricted Stock

999

Recapitalization:

Voting and Non-Voting Stock

Class A Voting

Stock

10% Equity

100% Control

Class B Non-Voting

Stock

90% Equity

0% Control

S Corporation

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Buy-Sell Agreement

> Transfer restrictions to control ownership

> Optional or mandatory purchases on designated

triggers

> Protect S election

> Set price and terms for purchases

An arrangement for the purchase of

another equity owner’s interest upon the

occurrence of a “triggering event”

111111

Common Triggers

> Termination of Employment

> Death

> Transfer that results in loss of S election

> Transfer without consent or to non-permitted

transferees

> Bankruptcy

121212

Form of Agreement

Redemption Agreement

Cross-Purchase

Agreement

Corporation

Shareholder

A

Shareholder

B

Purchase and

Sale

Shareholder

A

Shareholder

B

Corporation

Purchase and

Sale

ProceedsProceeds Stock

Stock

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131313

Form of Agreement

Agreement Terms Redemption Cross-Purchase

Purchaser Company is

Purchaser

Individual

Shareholders are

Purchasers

Source of Price Paid with Company

Assets

Paid with Individual

Assets

Life Insurance Owned by the

Company (1 Policy

Per Shareholder)

Multiple Policies

Owned by Each

Shareholder

Ownership Change

After Purchase

Proportionately

increases percentages

of remaining owners

Can customize whose

percentages increase

141414

Form of Agreement

Agreement Terms Redemption Cross-Purchase

Basis Increase Remaining owners do

not get a basis

increase

Purchasers get a

basis increase

Taxation Potential dividend

issue

Clear capital gains

treatment to seller

Certainty One transaction with

more certainty of

purchase being

consummated

Multiple purchases

and greater chance of

default

151515

Hybrid Agreement

> Combination of Elements of Cross-Purchase and

Redemption

– Company has the first option, other owners the

second option, or the reverse

> Adds flexibility to determine best option at the time

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Restricted Stock

> S Corp Purposes

– Not Treated as

Outstanding

– No Income

Allocated with

Respect to Shares

– Distributions

Treated as

Deductible

Compensation

> State Law Purposes

– Treated as

Outstanding

– Shareholder Entitled

to Distributions or

Dividends

Unregistered stock that is not transferrable for a period of time

and generally becomes transferable under a vesting schedule.

171717

Equity

> Ideally Suited for Actively Employed Family Members

– Non-Active Members Receive Other Assets or Non-

Voting Interests

– Problems with Distributions to Passive Members

> Non-Family Members

– Preference for Phantom or Synthetic Equity

– Difficult to Meet Expectations

181818

Employment

> Opportunity v. Obligation v. Birthright

> Merit Based Hiring

– Some Families Require Outside Employment Before

Returning to Family Business

> Compensation of Family Members Often Problematic

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Retention v. Sale

> Rarely Discussed Openly Although Often

Contemplated

> Managing Valuation Expectations

– After-Tax Proceeds May Not Replicate Pre-Sale

Cashflow – Need to Model

– Counsel should be involved well before a sale to

create a structure to minimize potential taxes

(income/estate/gift)

> Valuation Conundrum

– Retention – Keep Value as Low as Possible

– Sale – Maximize Value in Sale to 3rd Party

202020

Obstacles to Sale

> Unrealistic expectation of value

> Lack of qualified buyers

> Need for pre-sale planning

> Excessive reliance on business owner’s capabilities,

traits, good-will, etc.

> Hesitancy to part with symbol of significance and

prestige

21

Wealth Transfer Planning

Considerations and Opportunities

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Wealth Transfer Planning Tools

Wealth Transfer Tax Exemptions

Estate and Gift Tax Exemption

$11,180,000 in 2018

Deceased Spouse Unused

Exemption Portability

GST Tax Exemption

$11,180,000 in 2018

Wealth Transfer Tax Exclusions

Gift Tax Annual

Exclusion - $15,000

Per Person Per Year

or $30,000 for a

Married Couple

Direct Payment of

Qualified Tuition

Payments and

Medical Expense –

Must Be Paid Directly

to Provider

529 Plan Election –

Front Load 5 Years

Worth of Gift Tax

Annual Exclusion in 1

Year - 5 x $15,000 =

$75,000

Qualified

Conservation

Easement Exclusion

of Up to $500,000 of

Value at Death

Family Farm

Exclusion of Up to

$1,140,000 of Value

of Real Estate Used

in Active Operation of

Family Farm

Wealth Transfer Tax Deductions

Marital Deduction for

Transfers to Spouse

(Outright or in Trust)

Unlimited for U.S. Spouse /

$152,000 for Foreign

Spouse

Charitable Deduction for

Transfers to Charity

(Outright or in Trust)

Deduction for Estate

Administration Expenses

Deduction for Interest on

Estate Tax (Including

Graegin Loan Interest)

232323

Estate, Gift and GST Tax:

Past and Present

Year 2012 2013 2014 2015 2016 2017 2018

Estate/Gift Tax

Exemption

$5.12M $5.25M $5.34M $5.43M $5.45M $5.49M $11,180M

Tax Rate 35% 40% 40% 40% 40% 40% 40%

GST Tax

Exemption

$5.12M $5.25M $5.34M $5.43M $5.45M $5.49M $11,180M

Tax Rate 35% 40% 40% 40% 40% 40% 40%

Gift Tax Annual

Exclusion

$13,000 $14,000 $14,000 $14,000 $14,000 $14,000 $15,000

242424

Planning Techniques by Asset Class

Personal Real Estate

Qualified Personal Residence

Trust

Sale-Leaseback to Grantor Trust

Family Limited Partnership/LLC

Remainder Interest to Charity

Investment Real Estate


Sale to Grantor Trust

Grantor Retained Annuity Trust

Preferred Partnership

Conservation Easement

Charitable Remainder Trust

Charitable Lead Trust

Closely Held Businesses




Buy-Sell Agreement Planning


Publicly Traded Stock





Retirement Plan Assets

Planning for Income Tax Deferral

Roth IRA Conversion

Charitable Beneficiary Designation


Life Insurance

Irrevocable Life Insurance Trust



Premium Financing/Split-Dollar

Gift to Charity of Policy/Premiums

Non-Qualified Deferred

Compensation

Planning for Income Tax Deferral

Roth IRA Conversion

Alternative Assets




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TECHNIQUES BY STRATEGYFreezing Strategies

Outright Gift

Intra-Family Loans (AFR)




Trust



Charitable Lead Annuity Trust

Discount Strategies




Fractional Interest Discounts


Trust

Liquidity Planning


Planning for Section 6166/2032A

Graegin Loan Planning

Self-Canceling Installment Note

Charitable Strategies

Outright Gift to Charity

Private Foundation

Donor Advised Fund

Supporting Organization



Charitable Gift Annuity

Remainder Interest in

Residence

Diversification Strategies


Exchange Fund

Margin Loan and Gift of Cash

Asset Protection Strategies

Re-Titling of Assets


Qualified Plan and IRA Planning

Self-Settled Spendthrift Trusts

Leveraging Strategies



Qualified Personal Residence Trust




262626

Valuation Basics

> Value For Estate and Gift Tax Purposes

– What a Hypothetical Willing Buyer Would Pay a

Hypothetical Willing Seller, Neither Being Under Any

Compulsion to Buy or Sell, and Both Having

Knowledge of All Reasonable Facts and

Circumstances

– Value is Further Adjusted for Discounts and Control

Premiums

• Lack of Marketability, Lack of Control, Fractional

Interest, Market Absorption, and Key Person

Discounts

272727

Valuation Example

> Client Died Owning a 25% Interest in a Closely Held

Business

– 25% Interest Valued at $16 Million

– Estate Tax Paid on $16 Million Value

– 18 Months Later – Company Sold for $300 Million

– Estate/Beneficiaries Received a Total of $75 Million

> No Surprise, The IRS Had Some Questions About the

Valuation….

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Valuation Example

25% Interest

$16 Million

292929

Valuation Example

25% Interest

$16 Million

$64

Million

25% Interest

$16 Million

25% Interest

$16 Million

25% Interest

$16 Million

303030

Valuation Example

25% Interest

$16 Million

$64

Million

25% Interest

$16 Million

25% Interest

$16 Million

25% Interest

$16 Million

Add Back Lack of Control and Lack of Marketability Discounts

$36 Million

$100

Million

4x

$25MM

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Valuation Example

25% Interest

$16 Million

$64

Million

25% Interest

$16 Million

25% Interest

$16 Million

25% Interest

$16 Million


$36 Million

$100

Million

Improvement in Operations and Market Multiples

$80 Million

$180

Million

6x

$30MM

4x

$25MM

323232

Valuation Example

25% Interest

$16 Million

$64

Million

25% Interest

$16 Million

25% Interest

$16 Million

25% Interest

$16 Million


$36 Million

$100

Million


$80 Million

$180

Million

Premium Paid By Financial Purchaser

$60 Million

$240

Million8x

6x

$30MM

4x

$25MM

333333

Valuation Example

25% Interest

$16 Million

$64

Million

25% Interest

$16 Million

25% Interest

$16 Million

25% Interest

$16 Million


$36 Million

$100

Million


$80 Million

$180

Million

Premium Paid By Financial Purchaser

$60 Million

$240

Million

Premium Paid By Strategic Purchaser

$60 Million

$300

Million10x

8x

6x

$30MM

4x

$25MM

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How Close Can You Get?

> Planning During a Pending Deal

– Sale of Company is Foreseeable

– However, No Certainty that Transaction Will Close

– Is Planning Possible?

• Methodology

• Risks

353535

Merger Arbitrage Data

> Merger Arbitrage Data

– Deal Value / No-Deal Value

– Delay Between Announcement and Closing

– Likelihood of Deal Unraveling

• Financing

• Shareholder Approval

• Regulatory Approval

363636

Merger Arbitrage

Pre-Transaction

FMV

$10 / Share

Transaction Value

$20 / Share

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Merger Arbitrage

Pre-Transaction

FMV

$10 / Share

Transaction Value

$20 / ShareMerger Uncertainty

$17 / Share

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Merger Arbitrage

Pre-Transaction

FMV

$10 / Share

Transaction Value

$20 / Share

See, Robak, “Estate Planning and the Pending Deal: Lessons from the Merger Arbitrage Market”, 31 ACTEC

Journal 338 (2006)

Days to

Close

Price

42 $18.99

191 $17.23

136 $16.92

205 $16.03

Merger Uncertainty

$17 / Share

393939

What and How To Gift?

> Gift Easy to Value Assets

– Cash/Securities

– Later Substitution in Grantor Trust

> Carefully Gift Hard to Value Assets

– Defined Value Clause

– Adequately Disclose Gifts and Non-Gifts

> Assets Over Which Control May Be Retained

– Non-Voting Interests in Business Entities

– Control with Buy-Sell Agreements

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Grantor Trust Taxation

Income Earned on

Assets Taxedto Client

During His Lifetime

Assets Excluded from Client’s Estate at His Death

Grantor Trust

A Grantor Trust, sometimes called an “Intentionally Defective Grantor

Trust” is an irrevocable trust used to freeze certain assets of an

individual for estate tax purposes but not income tax purposes.

414141

Tax Treatment

> Rev. Rul. 85-13 – Transactions Between Grantor and

Grantor Trust Disregarded

> Rev. Rul. 2004-64 – Payment of Income Tax Liability

Not a Gift/No Inclusion

> Rev. Rul. 2007-13 – Insurance / Sec 101

> Notice 2007-73 – “Toggling”

> Rev. Rul. 2008-22 – Substitution Power Does Not

Cause Inclusion Under 2036 or 2038

> Rev. Rul. 2011-28 – Substitution Power Does Not

Cause Inclusion Under 2042

424242

Gift to Grantor Trust

Client

Grantor Trust• Gift Easy to Value Assets, Such as

Cash or Marketable Securities

• Uses Client’s Gift and GST Exemption

• Assets Excluded from Estate for

Estate Tax Purposes

• Client Treated as Owner of Assets for

Income Tax Purposes

• Client Retains “Substitution Power” to

Replace Cash and Securities with

Harder to Value Assets

• Timing on Valuation

• Management of Valuation Risk

• Dynasty Trust Structure

Spouse, Children and Other

Beneficiaries

Gift Cash

or

Securitie

s

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Substitution Power Grantor Trust

Client

Grantor Trust• Gift Easy to Value Assets, Such as

Cash or Marketable Securities

• Uses Client’s Gift and GST Exemption

for


Estate Tax Purposes


Income Tax Purposes

• Client Retains “Substitution Power” to

Replace Cash and Securities with

Harder to Value Assets

• Timing on Valuation

• Management of Valuation Risk


Closely Held

Asset

Cash/Securities


Beneficiaries

43

Swap

444444 44


Client

Grantor Trust• Funded with Gift of 10% of Anticipated

Purchase Price (Uses Gift and GST

Exemption)


Estate Tax Purposes


Income Tax Purposes

• Cashflow Received from Purchased

Asset Used to Make Interest and

Principal Payments on Promissory

Note

• Excess Cashflow Can Be Distributed

to Beneficiaries or Used to Purchase

Life Insurance


Stock/LLC/LP

Unit

Promissory NoteMid-Term AFR @ 1.81%


Beneficiaries

44

• No Capital Gain on Sale to Grantor Trust

• No Gift on Sale Because Fair Value is

Exchanged

• Gift to Trust Leveraged 9:1

Sale

454545

Defined Value Clause

Client Defective Grantor Trust

$10X

Traditional

Gift/Sale

A defined value clause limits the quantity of assets gifted or sold

until a final determination of value is made. The exact quantity of

assets transferred remains uncertain until values are finally

determined for federal gift tax purposes (i.e., when the federal gift tax

statute of limitations expires or when the IRS challenges the value

and this challenge is resolved).

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$10X

Traditional

Sale

Potential Gift if

Asset Valued at

More Than $10X

Instead of fixing both value and quantity

up-front, a defined value clause fixes only

the pecuniary value of the gift or sale

transaction.

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$10X

Tax Neutral Trust

Assets in Excess of

$10X

Defined Value

Clause

484848

Excess Value Trusts

> Potential Tax-Neutral (or Beneficial) Recipients of

Excess Value

– Charity

– Zeroed out GRAT

– Marital Trust

– Incomplete Gift Trust

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Applicable Case Law

> Commissioner v. Procter, 142 F.2d 824 (4th Cir. 1944)

> King v. United States, 545 F.2d 700 (10th Cir. 1976)

> Succession of McCord v. Commissioner, 120 T.C. No.

13 (2003), rev’d, 461 F.3d 614 (5th Cir. 2006)

505050

Applicable Case Law

> Christiansen v. Commissioner, 130 T.C. No. 1 (2008),

aff’d 586 F.3d 1061 (8th Cir. 2009)

> Petter v. Commissioner, T.C. Memo. 2009-820, aff’d

653 F.3d 1012 (9th Cir. 2011)

> Hendrix v. Commissioner, T.C. Memo. 2011-133

515151

Finality on Gift Tax Return

> Adequate Disclosure of Gift on Gift Tax Return

– 3 Year Statute of Limitations

> What Constitutes Adequate Disclosure

– A description of the transferred property and any

consideration received by the donor

– Identity and relationship of donor and donee

– Copy of the trust and EIN

– Method used to determine FMV of property or a

qualified appraisal

– Statement describing any position that is contrary to

any Treasury regulation or revenue ruling

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Finality on Gift Tax Return

> If Discount Applied to FMV of Gift

– Amount of the discount and the basis for applying the

discount must be described.

– In addition, the donor must affirmatively answer “Yes”

to Question A of Schedule A of the gift tax return any

time a discount is claimed to notify the IRS that a

valuation discount is claimed.

– The failure to accurately answer Question A may

cause the discounted gift to be treated as not being

adequately disclosed.

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Grantor Retained Annuity Trust “GRAT”

>Zeroed-Out GRAT

– Short Term Trust

– Large Annuity Payments• “Zeroes-Out” Gift

– IRS Regulations, Amended in 2003, Specifically Approve of This Planning Technique

An irrevocable trust used by individuals to

make large gifts to family members without

paying gift tax.

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Grantor Retained Annuity

Trust

•Funded with $10 Million

•Two Year Term

•Assume 2.2% Section 7520 Rate

•Assume Asset Sold Within 12 Months

for $25 Million

•Taxable Gift of $1

Distribution to Children

$14,658,740

Client

Year 2 Annuity Payment

$5,640,687

Year 1 Annuity Payment

$4,700,573

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GRAT Self-Adjustment

> A well-drafted GRAT will self-correct the annuity

payments (and thus the gift) based on the value of

the asset contributed

– “The Trustee shall pay to me an Annuity Amount equal to

47.00573% of the initial value of the trust assets contributed to

the GRAT, as finally determined for federal gift tax purposes.”

Value of

Contributed

Asset

1st Annuity

Payment

2nd Annuity

Payment

Taxable Gift

$10,000,000 $4,700,573 $5,640,687 $1.00

565656

GRAT Self-Adjustment

> A well-drafted GRAT will self-correct the annuity

payments (and thus the gift) based on the value of

the asset contributed

– “The Trustee shall pay to me an Annuity Amount equal to

47.00573% of the initial value of the trust assets contributed to

the GRAT, as finally determined for federal gift tax purposes.”

Value of

Contributed

Asset

1st Annuity

Payment

2nd Annuity

Payment

Taxable Gift

$10,000,000 $4,700,573 $5,640,687 $1.00

$25,000,000 $11,751,432 $14,101,717 $2.50

575757 57


Irrevocable Life Insurance Trust• Owner and Beneficiary of Life Insurance

• Client Retains No Incidents of

Ownership

• Premiums Gifted to Trust

• Beneficiaries Have Rights of Withdrawal

• No Estate Tax on Insurance Proceeds

• Mirrors Estate Planning Documents

ClientLife Insurance

Co.

57

Life

Insurance

Policy

Spouse

$5,000

Child

$30,000

Crummey Withdrawal Rights

$65,000

Cash

Child

$30,000

$65,000

Cash

A non-modifiable trust that owns one or more life insurance policies, therefore

removing the policies from the owner’s estate

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Dynasty Trust

• Transfer Assets in Trust for Multiple Generations

• Avoids Application of Estate Tax at Each Generation

• Assets Not Subject to Claims of Creditors

– Ex-Spouses, Contract Creditors, Tort Creditors

• Trust Can Serve as the “Family Bank”

– Lend to Beneficiaries for Residences

– Venture Capital for New Business Ventures and

Opportunities

58

An irrevocable trust designed to transfer significant

wealth to family members

595959 59

Dynasty Trust Economics

No Dynasty Trust Dynasty Trust

Initial Gift in 2015 $10,860,000.00 $10,860,000.00

Value in 2045 $46,936,294.19 $46,936,294.19

Estate Tax $18,774,517.68 $0

Net Value $28,161,776.52 $46,936,294.19

Value in 2075 $121,713,575.29 $202,855,958.81

Estate Tax $48,685,430.11 $0

Net Value $73,028,145.17 $202,855,958.81

Value in 2105 $315,623,435.20 $876,731,764.43

Estate Tax $126,249,374.08 $0

Ending Value $189,374,061.12 $876,731,764.43

Value in 2135 $818,463,779.50 $3,789,184,164.35

Estate Tax $327,385,511.80 $0

Ending Value $491,078,267.70 $3,789,184,164.35 Assumptions$10.86 Million Gift in Trust in 2015Estate Tax at 40% Tax Rate Applicable Every 30 YearsNet 5% Annual Growth Of Assets (8% Gross Return and 3% Distribution to Beneficiaries)

59

772% More Transferred

606060 60

Dynasty Trust

GST Exempt Dynasty Trust

•Funded with $10.86 Million (2 x Gift

Tax Exemption)

•Allocate $10.86 Million GST Tax

Exemption

•Distributions to Children, Grand-

Children, and Remote Descendants

• Support, Health, Education,

and Maintenance

• Independent Trustee Can Make

Distributions for Any Purpose

•Loans for Purchase of Residence or

New Business

•Waives “Rule Against Perpetuities”

Children

Grandchildren

Great-

Grandchildren

Great-Great-

Grandchildren

Great-Great-Great-

Grandchildren

60

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Charitable Giving Strategies

> Charitable Remainder Trust

> Donor Advised Fund

> Supporting Organization

> Charitable Lead Trust

626262 62

Charitable Remainder Annuity Trust

Charitable Remainder Annuity Trust

•Lifetime Trust for Client, Age 75

•Initially funded with $1,000,000 asset

•CRAT sells asset / CRAT is tax-exempt

•$50,000 Annual Payment

•$536,685 Gift to Charity

•Assume 8% Growth

•Assume 11 Year Life Expectancy

•2.2% Section 7520 Rate

Client

$550,000

Annual Payment

$50,000

Charity

$1,499,364

Payments for

Client’s Life

Client’s Death

636363

Donor Advised Funds

Donor Advised Fund

(e.g., The Community Foundation

Serving Richmond and Central

Virginia)

DonorGift of

Appreciated

Assets

Charitable

Deduction

Advisory Privilege to

Recommend Grants

to Charities

Credited with

Gifted Assets

Donor’s Family

Charitable Fund

Charity

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Supporting Organization

Donor Advised Fund

Smith Family Foundation

(Supporting Organization)Investments

Charitable

Organizations

Community Foundation/DAF

656565 65

Charitable Lead Annuity Trusts

Charitable Lead Annuity Trust

•25 Year Term

•Initially funded with $1,000,000 asset

•Taxable gift of $0 to Family

•$1,000,000 Gift to Charity

•Assume 8% Annual Growth

•Assume 2.2% Section 7520 Rate

Charity

$1,311,000

Annual Payment

$52,440

Client’s Family

$3,014,799

25 Years

End of 25 Year Term

65

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QUESTIONS

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James Philip HeadWilliams Mullen

8300 Greensboro Drive

Suite 1100

Tysons Corner, Virginia 22102

703.760.5231

www.williamsmullen.com

67

Jim Head represents individuals and owners of closely held businesses in the

areas of estate planning, estate and trust administration, fiduciary litigation,

tax, gift and estate tax controversy, business planning, and other general

business law matters. He regularly structures and implements business

succession and transactional strategies for privately held companies,

business owners, government contractors, and entrepreneurs to build,

preserve, and transfer the value of their companies and personal net worth.

Jim also represents banks and fiduciaries in state courts throughout Virginia,

Maryland, and the District of Columbia with respect to all areas of trust and

estate disputes, including breach of fiduciary duty, will and trust interpretation,

will contests, lost wills, and trust modifications.

Jim is listed in The Best Lawyers in America© for Trusts & Estates and Tax

Law (2016-present) and as a 2018 Super Lawyer for Virginia and Washington,

D.C. in Estate & Probate Law. He was also honored to be listed in the 2005-

2008 editions of Who’s Who in American Law and has been included

in several editions of Who’s Who in America, including from 2013 to 2015,

and in Who’s Who in Emerging Leaders for 2007. In 2007, Jim was named

one of the top up-and-coming lawyers in the state by Virginia Super Lawyers

Rising Stars magazine.

He received a master of laws in taxation degree from Georgetown University

Law Center in 2000 and graduated with honors in 1995 from the George

Washington University National Law Center. While in law school, Jim was the

managing editor of The Environmental Lawyer. He is a 1992 magna cum

laude graduate of the University of Maryland, where he earned his bachelor of

arts degree in economics.

JAMES PHILIP HEAD