Jeffrey Rambach helps clients navigate the complex world of tax law to optimally structure transactions and uncover value-maximizing tax credits. His tax practice encompasses four main areas: tax credits, transactional tax, private client/wealth management, and non-profit organizations.
For tax credits, Jeff focuses on tax and business transactions in connection with the development of real estate with the low-income housing tax credit, the historic rehabilitation tax credit and other federal and state income tax incentives.
His wide-ranging transactional tax practice primarily centers on tax counsel for corporations, partnerships and limited liability companies, with an emphasis on mergers and acquisitions, entity planning, structuring and formation, partnership tax issues, charitable foundations, tax-exempt organizations and state and local tax issues. Jeff also has significant experience representing clients in civil tax controversies before the IRS and state taxing authorities.
Jeff has an equally strong trusts and estate practice, which covers all things related to personal wealth transfer. Specific areas of focus include business succession planning; estate and trust administration; estate, gift and generation-skipping tax planning; fiduciary income tax issues; estate and gift tax dispute resolution; charitable planning; and marital planning. Jeff also represents clients going through IRS audits in connection with family CPAs and financial advisors.
Jeff’s tax practice also includes significant experience in the area of non-profit practice, representing various educational, healthcare, religious, social welfare, supporting organizations, private foundations, trade associations and charitable non-profit organizations.
Jeff has been listed since 2015 in The Best Lawyers in America in Trusts and Estates law and is AV® Peer-Review Rated by Martindale-Hubbell.
Upon graduation from law school, Jeff served as a Law Clerk to the Hon. D. Irvin Couvillion, United States Tax Court, Washington, D.C.
Prior to joining the firm, Jeff was a tax partner at several major Chicago law firms.
- Georgetown University Law Center, LL.M., Taxation, 1989
- Tulane University Law School, J.D., 1986
- Boston University, B.S., Communication , 1983
- District of Columbia
- U.S. District Court for the Northern District of Oklahoma
- U.S. Court of Appeals for the Tenth Circuit
- U.S. Tax Court
- U.S. Court of Federal Claims
Key Cases or Transactions
- Regularly serve as tax counsel on merger and acquisitions, entity planning, structuring and formation and partnership tax matters.
- Represented tax-equity investors and developers in transactions qualifying for the Low-Income Housing Tax Credit and Historical Rehabilitation Tax Credit.
- Tax Counsel in transactions involving the implementation of employee stock ownership plans (ESOPs).
- Defense of major financial institutions and multinational corporations in IRS audits and help them establish procedures to ensure compliance with the withholding and information reporting rules.
- Represented clients successfully applying for participation in the Internal Revenue Service’s Offshore Voluntary Disclosure Program and in successfully negotiating favorable voluntary disclosure agreements.
- Advised clients regarding various state income, franchise, and sales and use taxation, including preparing and securing ruling letters regarding the exemption from applicable state and applicable county sales and use tax.
- Represented a Joint Venture with sales in excess of $200,000,000 per year in aspects of contracts, corporate, tax analysis and tax matters.
- Represented a large franchisee of fast food operations located in several states in all aspects of contracts, business law, tax, real estate acquisitions and related matter including sale of restaurants to franchisor and related lease negotiations and documentation.
- Litigated federal tax controversies in the United States Tax Court and federal District Courts and litigated Oklahoma tax matters in the Oklahoma Tax Commission, Court of Appeals and Oklahoma Supreme Court.
- Tax and corporate general counsel to several large manufacturing companies with operations in the U.S. and abroad.
- Representation of the largest hospital in Oklahoma in ad valorem tax dispute in State District Court and provide advice on exempt organization and tax-related issues.
- Representation of two substantial supporting organizations (with assets in excess of $100 million each) on tax matters.
- Provide periodic counsel to charitable trust complex with assets in excess of $1 billion as well as routine assistance to clients in obtaining ruling requests/applications for exemption before the National Office of the IRS and in obtaining and retaining exemption from federal, state and local taxes, avoiding unrelated business income tax, and addressing private inurement and intermediate sanctions issues.
- Representation of a public diversified energy company on tax matters in various merger and acquisition transactions.
- Tax and corporate representation of a Texas-based U.S. subsidiary of a public French energy company on four acquisition transactions in Oklahoma and Texas. Helped client effectively restructure corporate organization to align business operations.
- Advised Lichtenstein-based corporation with U.S. operations headquartered in Tulsa, Oklahoma on tax and corporate matters.
- Represented U.S. organized tax-exempt entity with worldwide activities on tax matters, including tax issues relevant to individuals operating the entity.
- Acted as tax counsel or corporate counsel in a number of private placements of investments in real estate.
- Advised corporate clients and other attorneys on the federal income tax consequences of reorganizations in bankruptcy.
- Reviewed proposed litigation settlements as to state and federal tax consequences.
- Advised NYSE companies on the Oklahoma income and franchise tax consequences of acquisitions.
- Periodically serve as local counsel to a number of out-of-state businesses in advising them on a broad array of matters including state and local economic incentives, acquisitions, contractual and state and local tax planning matters.
- Representation of companies seeking to obtain approval to participate in advantageous State of Oklahoma economic incentive programs such as the New Jobs Act and ad valorem and state sales and income tax exemption incentives available to new and/or expanding businesses in Oklahoma.
- Structure and implement sophisticated Section 1031 “like-kind exchange” transactions for real estate and oil and gas properties on a regular basis.
- Advised a group of Norwegian businesses and family members with significant U.S. real estate and other business activities on tax matters in the United States.
- Advised public U.S. manufacturing company on federal and state tax rules applicable to foreign citizen/employee who will spend substantial time in U.S. as part of international sales responsibilities.
- Acted as tax counsel for U.S. publicly-traded corporation expanding operations in Mexico and on behalf of U.S. based oil and gas client operations in Canada.
- Extensive experience in sophisticated gift, estate and income tax planning and in charitable planning. for corporate executives, business owners and entrepreneurs, those with inherited wealth, professors and health care professionals.
- Regularly provide advice on business and corporate planning, Federal taxation and estate planning to businesses, families and private clients including advice on sophisticated taxation issues designed to minimize income and estate taxes, protect assets and preserve wealth.
- Advised individual clients in estate and gift tax planning, particularly with regard to interests in closely-held business entities.
- Planned substantial estate transferring oil and gas properties, ranches, LLC interests and S corporation stock to family LLC and selling value discounted LLC interests to defective grantor dynasty trust.
- IRS Finalizes Carried Interest Regulations , January 19, 2021
- Let the Sun Shine In Using Federal Tax Credits to Finance Solar Energy Facilities , Chicago Daily Law Bulletin , March 25, 2015
- Court Limits Once-Taxable, Always-Taxable Approach to Trust Residency, Income Tax , Chicago Daily Law Bulletin , December 29, 2014
- Putting the ‘Success’ in Succession Planning for Family Businesses , Chicago Daily Law Bulletin , August 04, 2014
- Oklahoma Section, ABA Sales and Use Tax Handbook (2009-2012 Editions) , December 2012
- Oklahoma Section, State Development Update for the Council On State Taxation (“COST”) 42nd Annual Meeting/Fall October 2011 and 43rd Annual Meeting/Fall Audit Session , October 2012
- State and Local Tax Important Developments, Oklahoma Section, ABA, The State and Local Tax Lawyer, Vol. Nos. 1- 7, 1995-2001 , December 2001
Frequent lecturer on income tax law developments and changes, estate planning and business succession planning.
- Instructor, “Planning for Special Assets, A Series of Presentations for Professional Advisors, ”Sponsored by JP Morgan Private Client Services, August 2006, 2007 and 2008.
- "Preserving the Legacy: Exit Planning with ESOP," Entrepreneur and Family Business Council, DePaul University, May 2019