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  • Education
    • LL.M., Georgetown University Law Center
    • J.D., Loyola University Chicago School of Law
    • B.S., Saint Louis University

Edward J. Hannon, attorney and certified public accountant, concentrates his practice on providing advice and counsel to clients on the use of various tax-savings structures in a variety of real estate matters. Ed has worked with clients in providing advice on tax-driven structures involving real estate located throughout the United States. His practice ranges from joint ventures for real estate development projects to projects that include investment in U.S. real estate by foreign investors and tax-exempt entities.

He has an in-depth understanding of regulations, including Section 1031 of the Internal Revenue Code and Delaware Statutory Trusts (DST) and tenant common structures to facilitate the like-kind exchange process. Ed is co-leader of Polsinelli’s DST working group and has advised various real estate companies on the use of the Delaware Statutory Trusts structure to raise co-investment capital. Ed also has significant experience in advising both existing owners and equity providers in connection with the tax and structural issues that arise in the case of distressed real estate.

Ed also regularly works with members of Polsinelli’s Corporate and Transactional practice in providing advice and counsel to clients in connection with mergers and acquisitions of privately owned businesses. He has represented both private equity funds and strategic buyers in both asset sale and stock sales and the use of limited liability companies (LLC) to facilitate tax-free rollovers of management equity. Ed has significant experience in drafting and negotiating tax representations and tax sharing provisions in stock purchase agreements, membership interest purchase agreements and asset purchase agreements involving U.S.-based businesses.

In addition to working with clients, Ed is a frequent panelist on webinars and symposiums on tax planning for real estate transactions. He has been a member of the adjunct faculty at DePaul University Graduate School of Business in its MBA program.

  • Representing a Chicago-based private equity firm in a transaction involving a roll-up of an automotive-based service sector. The transaction involved subsidiaries in the United States, Germany, and the United Kingdom.
  • Representing a strategic buyer in the acquisition of a competitor in the revenue cycle business.
  • Representing a foreign real estate company in the acquisition of a U.S. hotel property located in the U.S. Coordinated cross-border tax planning strategies with the client’s international accounting firm and developed strategies to minimize U.S. tax consequences of U.S. withholding tax and tax reporting requirements.
  • Representing real estate owners in like-kind exchange and the adoption of post-exchange refinancing structure. Directed issuance of tax opinion on the extraction of the refinancing proceeds in a tax free manner.
  • Representing a foreign real estate company in connection with the acquisition of a hotel property located in the U.S. This matter involved the coordination of various cross-border tax planning strategies with the client’s international accounting firm and the development of a strategy to minimize the U.S. tax consequences of U.S. withholding tax and tax reporting requirements.
  • Representing a Chicago-based developer in connection with a joint venture with the existing property owner to develop an industrial property.  This matter involved the negotiation of tax allocation provisions related to the contribution of the real estate and provisions to maximize application of Code Section 199A deductions,
  • Representing a Swedish-based technology company in the negotiation of various joint venture agreements in connection with the expansion of their business into the United States.
  • Representing the owners of a closely held corporation in the manufacturing industry in a stock sale to a U.S. buyer. This matter involved the development of a structure for the tax-free rollover of management-held shares, and the review of the tax consequences of the receipt of deferred purchase price in the form of stock of a thinly traded entity.
  • Representing a German-based company in connection with the sale of one of its U.S. subsidiaries to a strategic buyer and competitor. This transaction involved the negotiation of various tax sharing provisions and the adoption of a structure to minimize U.S. tax withholding costs on the distribution of the sale proceeds.
text icon Publications & Presentations
Speaker, Using Delaware Statutory Trusts in Real Estate Investments: Opportunities and Legal Risks Webinar 
December 1, 2021
eAlerts Updates
September 21, 2021
webinar Webinars
August 3, 2021
eAlerts Updates
June 7, 2021
eAlerts Updates
May 13, 2021
webinar Webinars
February 25, 2021
text icon Publications & Presentations
August 11, 2020
White Papers
June 23, 2020
White Papers
June 23, 2020
text icon Publications & Presentations
Co-Author, Law360
June 1, 2020
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