Chris Trower brings comprehensive corporate, partnership, LLC, and business/tax law capabilities to each engagement: big firm expertise and experience, without the entourage. Chris’ wide-ranging experience includes representation of entrepreneurs and both public and private companies in corporate, partnership, and tax matters, including acquisitions/divestitures, venture capital investments, succession/transfer plans for family enterprises, general corporate/partnership and securities matters, and tax planning and tax disputes.
Typical corporate matters include acquisitions of a privately held healthcare administrative services business, a steel tube manufacturing company, and a modular kennel/access fencing business; divestiture of a resort hotel and marina business by unrelated co-owners; negotiation/documentation of CEO compensation packages for a national restaurant franchising business and a national commercial property REIT; and redemptions of controlling interests in a privately held construction company and a steel slitting business.
Typical partnership/LLC transactions include family limited partnership structure and finance work; investment LLC’s for unrelated co-owners to acquire operating businesses or portfolios of equity investments; design of an equity restructuring and asset insulation plan for 20 affiliated LLC’s owned by five business partners; and private placements of redeemable preferred and convertible debt securities issued by a physician office software business and a currency trading partnership.
[Tax Matters]
Typical tax matters include litigation challenging the use of unitary corporate returns for state income tax purposes; structuring grantor retained annuity trusts, self-canceling installment notes, and controlled LLC’s to implement family wealth transfer plans; designing an equity transition plan to shift ownership from a business founder to key employees via performance based stock options, a life insurance partnership, and a stock redemption; and implementing tiered partnership/trust structures for construction companies and restaurant franchisee businesses.
Chris served as lead independent director of Per-Se Technologies, Inc. (PSTI), the nation's largest provider of healthcare business management outsourcing services, prior to its acquisition in early 2007 by McKesson Corporation. During the ten years 1997 – 2007, Chris served as a director of Per-Se and as a member of its Audit, Compensation, Corporate Governance (chair), and Regulatory Compliance (chair) committees. From 1991 to 1996 he chaired the Board of Directors of the Gaines Center for the Humanities at the University of Kentucky.
Chris taught corporate tax in Emory Law School’s graduate LLM program, as well as partnership law and partnership tax at the University of Louisville School of Law. He is the author of the treatise FEDERAL TAXATION OF BANKRUPTCY AND WORKOUTS (Warren, Gorham & Lamont), and co-authored THE DRAFTING OF PARTNERSHIP AGREEMENTS (7th ed. ALI/ABA). He has spoken at over 75 regional/national continuing legal education seminars, primarily on corporate, partnership, and tax matters.
Prior to entering the private practice of law, Chris served as Assistant to the Director of the Kentucky Crime Commission, and as Law Clerk to former Chief Judge Elbert P. Tuttle of the United States Court of Appeals for the Fifth Circuit. He graduated from Harvard Law School (J.D., cum laude, 1976), where he was Articles Editor of the Harvard Law Review, and received his undergraduate degree from Yale University (B.A., magna cum laude, 1970). He attended Oxford University as a Rhodes Scholar.
Chris ran sub-2:50 marathons and played "B" level tennis before taking up golf. He shoots in the low 80's on good days. On bad days, he takes consolation in cooking, playing bridge, and expanding his library of detective and science fiction novels. Chris is a member of East Lake Golf Club in Atlanta, Georgia and Highlands Country Club, in Highlands, North Carolina.