Jay represents large and small privately held businesses with respect to a wide range of transactional and corporate governance issues. On the transactional side, this work includes mergers, acquisitions and divestitures; strategic alliances and joint ventures; and equity and debt restructurings. On an ongoing basis, Jay counsels his private business clients on a variety of business law issues such as employment and non-compete agreements; partnership agreements and limited liability company operating agreements; buy-sell and shareholder agreements; fiduciary duty issues; creditor protection planning; and family business and succession planning.

Jay also handles all types of tax planning and tax controversy matters, including developing strategies for corporate acquisitions, dispositions, joint ventures, reorganizations and restructurings.

Jay has significant experience in the area of state income, sales and property tax law (particularly Missouri and Kansas law). He has, on a number of occasions, represented clients involved in tax disputes with the Missouri and Kansas Departments of Revenue. Jay has significant experience in representing telecommunications businesses with respect to state and local tax matters.

Jay currently serves as a member of the Executive Committee of the State and Local Tax Committee of the American Bar Association's Tax Section. Jay is also a member of a special task force of the Tax Section of the American Bar Association that drafted model legislation (referred to as the Model Transaction Tax Overpayment Act), the purpose of which is to protect retailers from consumer suits alleging that retailers have overcollected state and local transaction taxes.


Representative Experience

Tax Planning - Has served as lead tax counsel in numerous taxable and tax-free acquisitions, dispositions and reorganizations involving public and large private companies. Has significant experience in structuring tax-free like-kind exchanges. Has structured numerous tax-advantaged partnership and joint venture arrangements.

Tax Litigation - Represented a wireless telecommunications company in a class action filed by Missouri cities alleging that the company had underpaid city license taxes. The case settled before trial.

Successfully argued a significant Kansas property tax case for a wireless telecommunications company before the Supreme Court of Kansas. The issue in the case was whether the wireless company should be treated as a “telephone company” for Kansas property tax purposes. Reversing a prior decision of the Kansas Board of Tax Appeals, the Supreme Court of Kansas held that the wireless company is not a “telephone company” and thus should not be treated as a public utility for Kansas property tax purposes.

Jay has represented clients before the Missouri Administrative Hearing Commission, the Kansas Board of Tax Appeals, the Missouri Supreme Court, and the Kansas Supreme Court.

Presentations

The Tax Cuts and Jobs Act of 2017: What Does it Mean for You?, Update of the Law CLE, Kansas City, Missouri, June 14, 2018.

Business Law Trends: Income Tax 2017 and Beyond, Update of the Law CLE, Kansas City, Missouri, June 22, 2017.