Zion Levi
Contact
P (202) 568-6377
F (202) 568-6277
zlevi@DearsonLevi.com
Washington D.C
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Forming A New Business EntityDearson, Levi & Pantz attorneys regularly advise our clients on entity selection from a business perspective, with an eye towards limiting tax costs and achieving insulation from civil liability. Our services include: Preparation of organizational documents for corporations, partnerships and LLC’s Obtaining required business licenses and assisting with other regulatory matters for the establishment of a business Negotiation and preparation of customized corporate bylaws, shareholder agreements, partnership agreements and LLC operating agreements Preparation of shareholder and Board resolutions Negotiation and preparation of purchase and sale agreements, contribution agreements and intercompany arrangements between related entities Assistance with the development of a proper capital structure for the organization Negotiation and preparation of employment agreements for key management and other personnel
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Business FinancingDearson, Levi & Pantz attorneys have substantial experience and expertise with the various methods of obtaining debt or equity financing, including commercial loans, private equity debt, equity financing, portfolio interest loans, and venture capital mezzanine debt financing. Our services include: Working with financial advisors and other disciplines including accountants, investment bankers and other consultants regarding the optimal method for raising capital for the particular business venture Negotiation, preparation, and review of financing agreements including joint venture agreements, loan agreements, warrant agreements, and preferred equity arrangements Review and negotiation of personal guarantee and indemnification agreements with lenders Drafting intercompany loans and other financing arrangements Consultation regarding compliance with state and federal securities laws including initial public offerings and the drafting of offering and disclosure documents for private placements of equity and debt issues Negotiating and drafting of management agreements with Private Equity Investors
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Reorganizations, M&As, and Divestures"If there is ever a time when you need a seasoned and highly skilled attorney, it is during a reorganization, merger, acquisition or divesture. With multiple parties involved, it is imperative that your counsel will be looking out for your best interests. And while a successful transaction can bring growth and economic gain, reality demonstrates that there is no shortage of casualties in the merger and acquisition arena. Faced with increasingly tenuous tax, economic and regulatory environments, companies and individuals pursing acquisitions, divestitures or other types of business reorganizations need experienced counsel who can guide and negotiate sound, growth-oriented and defensible business transactions. At Dearson, Levi & Pantz our attorneys are highly skilled and well-versed in providing strategic, innovative tax, legal and business services for complicated corporate transactions. Our services include: Structuring, negotiating and preparing complex acquisition/reorganization/sale agreements and related documents Negotiating and preparing spin-off/split-up agreements Due diligence investigation of target entities Preparatory due diligence for clients on the sell side of a transaction to posture the entity for sale in the most beneficial light Negotiating and drafting of agreements for the sale of the owners personal goodwill Negotiating and drafting escrow agreements
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General Business ConsultationOur clients depend upon the experienced Dearson, Levi & Pantz attorneys to advise them in connection with business arrangements and a broad variety of agreements that enable them to successfully execute their business goals and objectives. Our services include: Structuring and drafting equity compensation and employment agreements Negotiating and drafting distribution agreements Negotiating and drafting vendor agreements Drafting of agreements related to e-commerce transactions Negotiating and drafting licensing agreements Preparation of confidentiality and non-disclosure agreements Consultation and strategizing with business owners regarding incentivizing the next generation of ownership/management and the preparation of agreements relating to various exit strategies
Senior Legal Counsel | Solution Innovator | Master Negotiator
Zion Levi is a master at law, concentrating his practice in the areas of taxation, commercial real estate and business transactions. A seasoned legal advisor and counselor drawing upon thirty years of legal experience representing clients in virtually every domestic and international industry vertical, Mr. Levi is a highly skilled, tenacious, and shrewd negotiator and problem solver.
Areas of Expertise
Taxation
Mr. Levi has substantial experience representing and advocating for clients before the Internal Revenue Service (IRS), including during audits and examinations, at the IRS Office of Appeals, IRS Advance Pricing Mutual Agreement (APMA) Program, IRS Criminal Investigation Division (CID), and various IRS Offices of the Associate Chief Counsel. See e.g. PLR 122176-22 (May 02, 2023) See link to PLR. Mr. Levi also regularly counsels clients on all facets of federal income tax law and related state income taxation, with a particular focus on optimal tax planning, business tax synergies, transfer pricing and international taxation matters. Click here to learn more about DearsonLevi’s Tax Practice.
Business Transactions
Mr. Levi regularly counsels on all types of commercial business transactions with the primary goal of achieving optimal results consistent with the business and personal objectives of his clients. His acumen, shrewdness and experience prove highly valuable when negotiating business contracts and transactions, and when strategizing efficient acquisition structures. He also has substantial experience with the various methods of obtaining debt or equity financing, including commercial loans, private equity debt, equity financing, convertible notes, simple agreement for future equity (SAFE), portfolio interest loans, and mezzanine debt financing. Mr. Levi has extensive experience and expertise devising, strategizing and structuring business transactions, analyzing and negotiating transaction documents, and closing the deal on all manner of transactions including mergers, acquisitions, licensing arrangements, cross-border sales of a business, and purchases or sales of stock or partnership interests. Click here to learn more about DearsonLevi’s Business Transactions Practice.
Commercial Real Estate
Mr. Levi has extensive experience in a wide range of commercial real estate transactions, including the acquisitions, dispositions and refinancing of commercial buildings and other real property, like-kind exchanges under IRC 1031, commercial leases, ground leases, joint ventures, and permanent and mezzanine financing. Mr. Levi has served as lead negotiator on and closed numerous acquisitions, dispositions and refinancing of commercial buildings of all classes and has authored multiple tax opinions in the area of like-kind exchange under IRC 1031. Click here to learn more about DearsonLevi’s Commercial Real Estate Practice.
Extracurricular Activities
Mr. Levi is a contributor national expert to the Bureau of National Affairs (BNA), a frequent speaker and panelist in Continuing Legal Education (CLE) programs, including programs produced and sponsored by the American Bar Association (ABA), has published extensively in respected industry and professional publications, and has had his work cited in authoritative legal treatises. In his spare time, Mr. Levi loves to cook, to spend time with his daughter and to listen to a diverse range of music genres.
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