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Desktop Image: Gentile, Michael E.
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Michael E. Gentile

Partner

T 206.757.8206 Seattle
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Michael Gentile advises clients on corporate governance, transaction and federal tax matters related to a wide range of business transactions, including corporate restructurings, mergers and acquisitions, sales and other forms of dispositions, and debt and equity financings.

Michael has significant experience in the structuring and taxation of partnerships and other pass-through entities. He has represented many sponsors and investors in complex partnership, limited liability company and joint venture transactions, with a particular focus on real estate holdings and the development of commercial and muti-family residential properties.

Federal Tax Experience

Multiple fintech companies

Provided tax guidance on and structured holding and operating companies in connection with acquisitions, internal restructurings and consolidations.

Incentive arrangements for partnerships

Designed and administered equity-based incentive programs, including grants of profits interests in limited liability companies and "upstairs/downstairs" partnership arrangements, for clients from a wide range of industries, including hospitality, real estate and technology.

Recapitalization and equity financing transaction

Represented a manufacturer in connection with a corporate recapitalization and a follow-on multi-million dollar equity financing.

Incorporation of partnership and subsequent offering

Represented a limited liability company in the technology sector in connection with a complex incorporation transaction to accommodate an private equity fund in a subsequent equity offering.

Sale of hospitality company

Represented an S corporation in connection with its acquisition by an institutional investor with a roll-over component, equity compensation and subsequent tax reporting matters.
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Joint Venture Experience

Joint ventures for Sumitomo Forestry America Inc.

Represented Sumitomo Forestry America Inc. and its affiliates focusing on the multifamily sector in numerous acquisitions, dispositions, joint ventures and financings for properties located in various states.

Joint ventures for Investco LLC

Represented Investco LLC and its affiliates focusing on the commercial and single family home sector in numerous joint ventures.

Joint ventures for Seattle real estate company

Represented affiliate of Burrard Group in a real estate joint venture to build a 370-unit condominium building in downtown Seattle.

Joint ventures for Portland real estate company

Represented an anchor investor in a real estate joint venture to build an apartment building with commercial retail space in Portland, Oregon.

Real estate investment fund formation and securities transaction

Represented private equity sponsor in the formation of a real estate investment fund and offering of multimillion in equity interests.
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Admitted to Practice

  • Washington, 2006

Education

  • LL.M., Taxation, University of Washington School of Law, 2007
  • J.D., University of Oregon School of Law, 2006
  • B.A., Business Administration, Hope College, 2001, cum laude

Memberships & Affiliations

    • Washington State Bar
    • Member, WSBA Partnership and LLC Law Committee, 2022-present
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Publications
Spring 2018
Publications
"Proposed Computational Framework for Internal Revenue Code § 199A," Tax Development Journal, Volume 8 Read More
08.01.17
Presentations
"Anatomy of an Operating Agreement," Business & Tax Group, Davis Wright Tremaine LLP
11.21.16
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Consider The Risks Before Electing S Status For Your LLC Read More
10.29.12
Presentations
"LLC Agreements: Tax Impacts of Drafting LLC Agreements," Business & Tax Group, Davis Wright Tremaine LLP
01.12.12
Presentations
"M&A Transactions: Tax Impacts of Choice of Deal Structures," Business & Tax Group, Davis Wright Tremaine LLP
06.15.11
Presentations
"Storm Clouds on the Horizon: An Uncertain Future for Taxation of Carried Interests," Washington Women in Tax
2009
Publications
Co-author, "Dissolution" chapter, Washington Partnership Deskbook
2008-2013; 2015-present
Publications
Co-author, "Alaska" chapter, ABA Sales and Use Tax Deskbook
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