Michael Kearney Jr.

Michael J. Kearney Jr.

Partner

Michael J. Kearney Jr.

Partner

  • Overview

    Biography

    Michael Kearney is a member of the firm’s Tax Group, representing clients in connection with a wide range of tax matters. He is an experienced tax lawyer with a broad-based transactional tax practice involving corporations, partnerships and LLCs. His experience includes advising clients on domestic and cross-border mergers and acquisitions, buyouts, and joint ventures, private equity and hedge funds, real estate taxation, and restructurings and workouts.

    Tax

    Mike advises clients on federal and international tax matters. He works closely with clients including multinational corporations and private equity funds on domestic and cross-border mergers and acquisitions, joint ventures, U.S. tax withholding and reporting obligations, expatriations, and tax treaties. His experience also includes managing tax structuring and due diligence teams. He is a member of the International Fiscal Association, USA Branch (Westchester County, NY/Connecticut Region).

    Private Investment Funds

    Mike has represented middle market private equity fund sponsors and investors (U.S. taxable, tax-exempt and non-U.S. taxpayers) on tax matters associated with fund structure (domestic and offshore), formation, operations, co-investments, and secondary transactions. He also represents non-U.S. resident investors on strategic tax planning and structuring related to U.S. investments.

  • Experience
    • Experience

      Experience

      • Represented SmartEquip, Inc., a multi-manufacturer technology platform that provides customers with service and diagnostic support to each asset in their fleet, as well as enabling the electronic procurement of parts from OEMs and their dealers, in connection with the sale of 100% of its equity to Ritchie Bros., a global asset management and disposition company, for a purchase price of approximately $175 million. The transaction closed on November 2, 2021.

      • Represented Visiting Nurse Association (VNA) in the sale of its home health and hospice operations to Amedisys, a leading national provider of home health, hospice, and personal care. 

      • Represented Connecticut-based Simione Healthcare Consultants and Pennsylvania-based BlackTree Healthcare Consulting in the execution of a strategic and equal combination to form SimiTree Healthcare Consulting and the subsequent investment by Sheridan Capital Partners. 

      • Represented ViaQuest Holdings, Ltd. (ViaQuest) as legal counsel in connection with investment in the healthcare services provider by Council Capital, a healthcare-focused private equity firm based in Nashville, Tennessee. ViaQuest, headquartered in Dublin,Ohio, is a leading provider of quality, highly-individualized and specialized cost-effective care, solutions and services focused on individuals with development disabilities; hospice care; and behavioral and mental health. All are seen as growing areas of the healthcare market. ViaQuest operates in Indiana, Ohio and Pennsylvania.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, advising on its acquisition of Agron.io, a leading wholesale agriculture platform powered by proprietary enterprise resource planning (ERP) technology that allows commercial growers to manage their purchasing and logistics in one platform. With this acquisition, announced on March 22, 2021, Agron.io Powered by GrowGeneration continues to be a one-stop destination for GrowGeneration's growing roster of commercial clients across the U.S.

      • Represented GrowGen in its acquisition of Char Coir, an RHP-certified growing medium made from the highest-grade coconut fiber available. Char Coir's line of coco products is projected to add in excess of $15 million in revenue to GrowGen in 2021. The acquisition was announced on March 15, 2021.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, in connection with its acquisition of Canopy Crop Management, an industry-leading silicic acid company that sells silicic acid-enriched fertilizers. The firm's Capital Markets + Securities Team advised GrowGen on the transaction, which was announced December 23, 2020.

      • Represented a biopharmaceutical company with respect to tax matters in its private placement common stock issuance.*

      • Represented a foreign government with respect to tax matters in its dispositions of various U.S. real estate holdings.*

      • Represented a middle market private equity fund with respect to tax matters in its leveraged buyout acquisition of a privately held apparel company.*

      • Represented a foreign multinational corporation in tax structuring and due diligence in its acquisition of a venture capital financed domestic software company.*  

      • Represented a foreign multinational corporation in tax structuring and due diligence in its acquisition of a privately held domestic cosmetics company.*  

      • Represented a global private equity fund in tax due diligence and post-acquisition tax planning in its acquisition of a privately held domestic chemical supply company.*

      • Represented a mezzanine lender on tax issues in numerous mezzanine financing transactions.*

      • Represented private equity sponsors on acquisition financing tax issues related to credit agreements, security and guarantee agreements, and inter-creditor and subordination agreements.*

      • Represented a global private equity sponsor in its leveraged buyout acquisition of a worldwide provider of training classes in business skills and information technology.*

      • Represented a privately held manufacturer of 3D digital scanning solutions for orthodontics and dentistry in a stock sale to a publicly traded corporation.*

      • Represented the U.S. subsidiary of a German publicly traded corporation in the sale of its U.S. particleboard and fiberboard operations.*

      • Represented an asset management firm in connection with numerous co-investments and secondary transactions involving both domestic and foreign private equity funds.*

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    • Professional Associations

      Professional Associations

      International Fiscal Association, U.S.A. Branch
      Westchester County, NY/Connecticut Region
  • NEWS + PRESS
    • Publications

      Publications

      "Business Structure," co-authored with J. Michael Wirvin, Jeffrey J. White and Jinhua (Anna) Wang, published in SelectUSA’s 2022 Investor Guide (June 2022)
      • » more info

        • Business Structure

        "Business Structure," co-authored by Michael J. Kearney Jr., J. Michael Wirvin, Jeffrey J. White and Jinhua (Anna) Wang, published in SelectUSA’s 2022 Investor Guide (June 2022)

        The Investor Guide is a first-step resource for companies interested in making business investments in the U.S. Each chapter is authored by highly-qualified professionals who regularly advise foreign investors. The Business Structure chapter offers an overview of common business structures for foreign investors. SelectUSA is the Department of Commerce program dedicated to facilitating and promoting high-impact business investment into the United States. View the chapter here.


      "Business Structure," co-authored with Jinhua (Anna) Wang, J. Michael Wirvin and Jeffrey J. White, chapter published in SelectUSA’s June 2020 Investor Guide (6/17/2020)
      • » more info

        • Business Structure

        "Business Structure," co-authored by Jinhua (Anna) Wang, J. Michael Wirvin, Michael J. Kearney Jr. and Jeffrey J. White, chapter published in SelectUSA’s June 2020 Investor Guide (6/17/2020)

        SelectUSA is the Department of Commerce program dedicated to facilitating and promoting high-impact business investment into the United States and has published this Investor Guide as a first-step resource for companies interested in making business investments in the U.S. Each chapter is authored by highly qualified professionals who regularly advise foreign investors. The Business Structure chapter, authored by Anna, Jeff, Mike, and Michael, offers an overview of common business structures for foreign investors. Robinson+Cole has been representing international companies that wish to do business in the United States for decades.

      • View article

      "Tax Changes Could Help Fuel M&A Boom," co-authored with I. Grossman, published in Buyouts (4/12/2010)

    • Presentations

      Presentations

      "Investor Guide Webinar Mini-Series: An Overview of Common Business Structures," co-presented with J. Michael Wirvin, Jeffrey J. White and Jinhua (Anna) Wang, a virtual program presented by SelectUSA that featured comparisons of some common business structures used by foreign entities to conduct their U.S. operations. (8/14/2020)
      • » more info

        • Investor Guide Webinar Mini-Series: An Overview of Common Business Structures

        "Investor Guide Webinar Mini-Series: An Overview of Common Business Structures," co-presented by Michael J. Kearney Jr., J. Michael Wirvin, Jeffrey J. White and Jinhua (Anna) Wang, a virtual program presented by SelectUSA that featured comparisons of some common business structures used by foreign entities to conduct their U.S. operations. (8/14/2020)

        In conjunction with the “Business Structure” chapter which they co-authored in SelectUSA’s June 2020 Investor Guide, Business Transactions Group lawyers Anna Jinhua Wang and Michael Wirvin, Manufacturing Industry Team chair Jeff White and Tax Group lawyer Michael Kearney took part in the SelectUSA presentation, "Investor Guide Webinar Mini-Series: An Overview of Common Business Structures" on August 14, 2020. The virtual program featured comparisons of some common business structures used by foreign entities to conduct their U.S. operations and discussed what impact those various structures might have on the company’s business and financing opportunities.

        SelectUSA is the Department of Commerce program dedicated to facilitating and promoting high-impact business investment in the United States. The Investor Guide was published as a first-step resource for companies interested in making business investments in the U.S. Each chapter is authored by professionals who regularly advise foreign investors. The “Business Structure” chapter offers those investors an overview of common business structures. For decades, Robinson+Cole has represented international companies that wish to do business in the United States. View the Guide here.


      "Connecticut: The Land of Opportunity (Zones)," co-presented with Michele L. Maresca, at the "From Soil to Solar: Land Law Development Forum" (3/11/2020)
      • » more info

        • Connecticut: The Land of Opportunity (Zones)

        "Connecticut: The Land of Opportunity (Zones)," co-presented by Michael J. Kearney Jr. and Michele L. Maresca, at the "From Soil to Solar: Land Law Development Forum" (3/11/2020)

        Opportunity Zones and Impact Investments Team lawyers Michael Kearney and Michele Maresca presented the program “Connecticut: The Land of Opportunity (Zones)” at the second 2020 “From Soil to Solar: Land Law Development Forum” at the firm’s Hartford office on March 11, 2020. They addressed the potential federal tax benefits available to Opportunity Zone investors and an overview of Qualified Opportunity Fund investment vehicles, including fund structuring and on-going IRS compliance matters.

        Glendowlyn Thames, Deputy Commissioner, Connecticut Department of Economic and Community Development, discussed the additional benefits offered by state and local  Connecticut government for properties and communities located within Opportunity Zones. She also provided an overview of the state's plan to work with private investors and developers to generate economic growth in those areas. Jonathan Ewert, CEO of CapZone Analytics, examined the potential federal and state tax-incentivized economic returns to Opportunity Zone investors and development and job growth opportunities within these designated areas. View a photo of the speakers on the firm’s LinkedIn page.


      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Jerome L. Garciano and Brian M. Flaherty, the final From Soil to Solar:Land Law Development Forum. (11/14/2019)
      • » more info

        • Opportunity Zone Update - Understand it Benefits and Complexities

        "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented by Michael J. Kearney Jr., Jerome L. Garciano and Brian M. Flaherty, the final From Soil to Solar:Land Law Development Forum. (11/14/2019)

        Brian Flaherty, Jerome Garciano and Michael Kearney, members of Robinson+Cole’s Opportunity Zone and Impact Investment Practice Team, shared their insights on the latest round of proposed IRS regulations and key lessons learned from recent Opportunity Zone investment deals closed by Robinson+Cole in the program “Opportunity Zone Update - Understand its Benefits and Complexities,” the final From Soil to Solar: Land Law Development Forum in a webinar on November 13, followed by an in-person presentation on November 14, 2019. 


        The Tax Cuts and Jobs Act of 2017 created Opportunity Zones to spur economic development and job creation in certain economically distressed communities by offering tax incentives for private capital investment in real estate and businesses located in those communities. Investors and real estate developers looking to take advantage of these valuable tax benefits offered by the Opportunity Zone program need to understand its rules and complexities. 


      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Brian M. Flaherty and Jerome L. Garciano, as part of Robinson+Cole's From Soil to Solar: Land Law Development Forum series. (11/13-14/2019)
      • » more info

        • Opportunity Zone Update - Understand it Benefits and Complexities

        "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented by Michael J. Kearney Jr., Brian M. Flaherty and Jerome L. Garciano, as part of Robinson+Cole's From Soil to Solar: Land Law Development Forum series. (11/13-14/2019)

        Brian Flaherty, Jerome Garciano and Michael Kearney, members of Robinson+Cole’s Opportunity Zone and Impact Investment Practice Team, shared their insights on the latest round of proposed IRS regulations and key lessons learned from recent Opportunity Zone investment deals closed by Robinson+Cole in the program “Opportunity Zone Update - Understand its Benefits and Complexities,” the final From Soil to Solar: Land Law Development Forum in a webinar on November 13, followed by an in-person presentation on November 14, 2019. 


        The Tax Cuts and Jobs Act of 2017 created Opportunity Zones to spur economic development and job creation in certain economically distressed communities by offering tax incentives for private capital investment in real estate and businesses located in those communities. Investors and real estate developers looking to take advantage of these valuable tax benefits offered by the Opportunity Zone program need to understand its rules and complexities. 


      "Distressed Debt, Restructurings and Workouts: A 2018 Outlook," webcast sponsored by the Knowledge Group (12/5/2017)

      "Recent Regulatory Updates in Distressed Debt and Restructurings: What Lies Ahead in 2017," webcast sponsored by The Knowledge Group (10/7/2016)

      "Tax and Regulatory Concerns for U.S. Distressed Investments," presented during the 9th Annual Private Equity Tax & Compliance Practices Conference, sponsored by the Institute for International Research in Boston, Massachusetts (June 2010)

    • News

      R+C in the News

      • December 12, 2022

        R+C Plays Key Advisory Role in Keywords Studios’ Acquisition of Helpshift, Inc.

        • » more info

          R+C Plays Key Advisory Role in Keywords Studios’ Acquisition of Helpshift, Inc.

          Keywords Studios (Keywords), an international technical and creative services provider to the global video games industry, announced that it has conditionally agreed to acquire Helpshift Inc., a privately held, consumer-facing digital platform that develops mobile customer support software, for up to $75 million. Keywords is being advised by a team of Robinson+Cole lawyers, including Business Transactions Group co-chair Brian Flaherty, Adam Anderson, Jonathan Cabot, Virginia McGarrity, Jacqueline Pennino Scheib, Nicole Diodati, Michael Kearney and Katherine Skonberg. The deal, first reported in Law360 on December 5, 2022, is expected to close before the end of the year. The proposed buyout will involve a portion of the purchase price to be paid upon satisfaction of certain conditions and financial performance metrics. Established in 1998, Keywords has more than 70 facilities in 26 countries in Asia, Australia, the Americas and Europe.

      • July 12, 2022

        Robinson+Cole Lawyers Author Business Structure Chapter of SelectUSA’s 2022 Investor Guide

        • » more info

          Robinson+Cole Lawyers Author Business Structure Chapter of SelectUSA’s 2022 Investor Guide

          Business Transactions Group lawyers Anna Jinhua Wang and J. Michael Wirvin, along with Manufacturing Industry Team leaderJeffrey J. White and Tax Group lawyer Michael J. Kearney, authored the “Business Structure” chapter of SelectUSA’s 2022 Investor Guide. SelectUSA is the Department of Commerce program dedicated to facilitating and promoting high-impact business investment into the United States. The recently published Investor Guide is a first-step resource for companies interested in making business investments in the U.S. Each chapter is authored by highly-qualified professionals who regularly advise foreign investors. The Business Structure chapter offers an overview of common business structures for foreign investors. Robinson+Cole has represented international companies that seek to do business in the United States for decades. View the chapter here.

      • November 3, 2021

        Business Transactions Team Represents SmartEquip in Sale to Ritchie Bros.

      • May 21, 2021

        Transactional Health Law Team Represents Visiting Nurse Association and BlackTree/Simione in Recent Deals

        • » more info

          Transactional Health Law Team Represents Visiting Nurse Association and BlackTree/Simione in Recent Deals

          Robinson+Cole’s Transactional Health Law Group, led by co-chair Leslie J. Levinson, represented Visiting Nurse Association (VNA), a 125-year-old nonprofit in Omaha, NE and Council Bluffs, IA in the purchase of its home health and hospice operations by Amedisys, a leading national provider of home health, hospice, and personal care. Les served as prime counsel and led the team of Michael J. Kearney, Ryan V. Leichsenring, Virginia E. McGarrity, Kathryn M. Rattigan, Conor O. Duffy, Samuel C. Maduabueke and R+C alum Adam Tamzoke. The transaction is expected to close on or around July 1, 2021. Read more in the VNA press release.

          In addition, the Transactional Health Law Group represented Connecticut-based Simione Healthcare Consultants and Pennsylvania-based BlackTree Healthcare Consulting in the execution of “a strategic and equal combination” to form SimiTree Healthcare Consulting. SimiTree will help post-acute healthcare organizations achieve clinical and financial excellence through consulting, outsourcing, and talent solutions. The merger is backed by Chicago-based health care PE firm Sheridan Capital, which focuses on lower-middle market buyouts and growth equity in the U.S. and Canada. Les led the team of Adam Anderson, Shant H. Chalian, Michael Kearney, Eric M. Kogan, Virginia McGarrity, Endicott Peabody IV, Kathryn Rattigan, Frank W. Eucalitto, and Michael G. Lisitano. Read more in Home Health Care News.

      • March 31, 2021

        Capital Markets + Securities Team Represents GrowGeneration Corp. in Recent Acquisitions

        • » more info

          Capital Markets + Securities Team Represents GrowGeneration Corp. in Recent Acquisitions

          Robinson+Cole’s Capital Markets and Securities Team (the Team) was pleased to represent GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, in the acquisition of Agron.io, a leading wholesale agriculture platform that allows commercial growers to manage their purchasing and logistics in one platform. Led by Team Chair Mitchell L. Lampert, Frank W. Eucalitto, Michael J. Kearney, Jr., Kayla C. O'Leary, Austin G. Provost, and Jacqueline Pennino Scheib advised GrowGen on the transaction. With this acquisition, announced on March 22, 2021, Agron.io Powered by GrowGeneration continues to be a one-stop destination for GrowGeneration's growing roster of commercial clients across the U.S. Read more.

          In addition, the Team also represented GrowGen in its acquisition of Char Coir, an RHP-certified growing medium made from the highest-grade coconut fiber available. Char Coir's line of coco products is projected to add in excess of $15 million in revenue to GrowGen in 2021. Led by Team Chair Mitch Lampert, Michael Kearney, Kayla O'Leary Taylor A. Shea, Jacqueline Pennino Scheib and Adam T. Tamzoke advised GrowGen on the transaction. The acquisition was announced on March 15, 2021. Read more.

      • March 29, 2021

        Transactional Health Law Team Represents ViaQuest in Significant Investment Agreement

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          Transactional Health Law Team Represents ViaQuest in Significant Investment Agreement

          Robinson+Cole’s Transactional Health Law Group, led by co-chair Leslie J. Levinson, represented ViaQuest Holdings, Ltd. (ViaQuest) as legal counsel in connection with investment in the healthcare services provider by Council Capital, a healthcare-focused private equity firm based in Nashville, Tennessee. The R+C team also included Adam Anderson, Christine Bromberg, Ian Clarke-Fisher, Frank Eucalitto, Michael Kearney, Eric Kogan, Michael Lisitano, Virginia McGarrity, Kit Peabody, Kathryn Rattigan and Emilee Mooney Scott. ViaQuest, headquartered in Dublin,Ohio, is a leading provider of quality, highly-individualized and specialized cost-effective care, solutions and services focused on individuals with development disabilities; hospice care; and behavioral and mental health. All are seen as growing areas of the healthcare market. ViaQuest operates in Indiana, Ohio and Pennsylvania. Read the Press Release HERE.

          Eric Keen, General Partner at Council Capital, was enthusiastic about the alignment of the two companies, seeing a good fit with Council Capital’s mandate of investing “on the right side of change” – where growth accelerates as cost pressure and quality demands increase. The private equity firm leverages its Council Model, which draws upon the experience and resources of its CEO Council, Strategic Healthcare Investors, and Value Creation Team, to attract and support leading management teams and portfolio companies. Keen noted that ViaQuest is “highly regarded and well-positioned within its service specialties.”

          ViaQuest founder and CEO, Rich Johnson, will remain a significant investor and continue to lead the management team. Johnson said Council Capital’s “experience in our markets and the expertise and support provided through their CEO Council…and network of portfolio companies” were significant attractions that will support ViaQuest’s mission of offering “health, happiness and hope” as it continues to grow. The terms of the transaction were not disclosed. This is the first platform investment from Council Capital IV, a $200 million fund that closed in November 2020.

      • February 11, 2021

        Capital Markets + Securities Team Represents GrowGeneration Corp. in Significant Transactions

        • » more info

          Capital Markets + Securities Team Represents GrowGeneration Corp. in Significant Transactions

          Robinson+Cole’s Capital Markets and Securities Team (the Team) was pleased to represent GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, in two recent transactions. On December 11, 2020, GrowGen completed its $150 million follow-on public offering of shares of common stock at $30 per share. GrowGen intends to use those net proceeds primarily to expand its network of stores through growth and acquisitions. The Team advising on the stock offering was led by Team Chair, Mitchell L. Lampert, and included Shant H. Chalian, Frank W. Eucalitto, and Adam T. Tamzoke. Read more.

          The Team also was pleased to represent GrowGen in connection with its acquisition of Canopy Crop Management, an industry-leading silicic acid company that sells silicic acid-enriched fertilizers, which was announced on December 23, 2020. Led by Team Chair Mitchell Lampert, Robinson+Cole’s Megan E. Baroni, Frank Eucalitto, Michael J. Kearney, Jr., Kayla C. O'Leary Jacqueline Pennino Scheib and Emilee Mooney Scott advised GrowGen on the transaction. Read more.

      • June 19, 2020

        Anna Wang, Jeff White, Mike Wirvin, and Michael Kearney Author Business Structure Chapter of SelectUSA’s Investor Guide

        • » more info

          Anna Wang, Jeff White, Mike Wirvin, and Michael Kearney Author Business Structure Chapter of SelectUSA’s Investor Guide

          Business Transactions Group lawyers Anna Jinhua Wang and J. Michael Wirvin along with Manufacturing Industry Team lawyer Jeffrey J. White and Tax Group lawyer Michael J. Kearney authored the “Business Structure” chapter of SelectUSA’s June 2020 Investor Guide. SelectUSA is the Department of Commerce program dedicated to facilitating and promoting high-impact business investment into the United States and has published this Investor Guide as a first-step resource for companies interested in making business investments in the U.S. Each chapter is authored by highly qualified professionals who regularly advise foreign investors. The Business Structure chapter, authored by Anna, Jeff, Mike, and Michael, offers an overview of common business structures for foreign investors. The firm has been representing international companies that wish to do business in the United States for decades. View the Guide here.

        • View article
      • August 22, 2018

        We Are Pleased to Welcome Michael J. Kearney, Jr. to our Tax Group

      R+C News Releases

      • August 23, 2018

        Robinson+Cole Welcomes New Tax Partner

        • » more info

          Robinson+Cole Welcomes New Tax Partner

          The Tax Group welcomes Michael J. Kearney Jr. as a partner in the firm’s Stamford office. Mr. Kearney is an experienced tax lawyer with a broad-based transactional tax practice involving corporations, partnerships and LLCs.

          “The addition of Michael is an important step in the continuing growth of our business transactions and finance practices,” said Stephen E. Goldman, Managing Partner of Robinson+Cole. “As a strong, experienced federal tax lawyer, Michael will be a great asset to our clients, as he has a breadth of experience in addressing the tax issues that arise in a wide range of domestic and international transactions.” Read more in the press release.

        • View article
    • Legal Updates/Newsletters

      Legal Updates/Newsletters

      "Poison Pills, NOL Poison Pills and the COVID-19 Pandemic" co-authored with Eric M. Kogan, Leslie J. Levinson and Jinhua (Anna) Wang (4/20/20)

      "Deferring Capital Gains Taxes – Opportunity Zone Investments" (10/31/2018)