Jeffrey C. Rambach

Partner

jcrambach@gct.law

Contacts

Direct: 312.696.1368

Pronouns: 
He/Him/His

Areas of Practice

Estate Planning & Taxation

Commercial Real Estate

Corporate

Clients with challenging tax and business transaction concerns seek out Jeff because of his seasoned counsel and knowledge in the ever-changing world of tax law. With more than three decades of experience, Jeff Rambach offers clients trusted counsel and personalized solutions that meet all of their tax law needs. Jeff’s practice centers around tax credits, transactional tax, private client/wealth management and non-profit organizations for clients in numerous industries.

For tax credits, Jeff focuses on tax and business transactions in connection with the development of real estate with the low-income housing tax credit, the historic rehabilitation tax credit, qualified opportunity zones and other federal and state income tax incentives.

His wide-ranging transactional tax practice primarily centers on tax counsel for corporations, partnerships and limited liability companies, with an emphasis on mergers and acquisitions, reorganizations, entity planning, structuring and formation, partnership tax issues, charitable foundations, tax-exempt organizations and state and local tax issues. Jeff also has significant experience representing clients in civil tax controversies before the IRS and state taxing authorities.

Jeff has an equally strong trusts and estate practice, which covers all things related to personal wealth transfer. Specific areas of focus include business succession planning, ESOPs, estate, gift and generation-skipping tax planning, fiduciary income tax issues, estate and gift tax dispute resolution, charitable planning and marital planning. Jeff also represents clients facing IRS audits in connection with family CPAs and financial advisors. Jeff’s tax practice also includes significant experience in the area of non-profit practice, representing various educational, healthcare, religious, social welfare, supporting organizations, private foundations, trade associations and charitable nonprofit organizations.

Upon graduation from law school, Jeff served as a Law Clerk to the Hon. D. Irvin Couvillion, United States Tax Court, Washington, D.C. Jeff has previously been a partner at Nixon Peabody LLP (formerly Ungaretti & Harris LLP) and several other Chicago law firms.

Recent Matters

  • Designed, structured, and implemented corporate acquisition transactions, including tax-deferred roll-over of management equity.
  • Assisted with tax structure and planning for acquisition of large manufacturing and related operations out of bankruptcy.
  • Tax counsel to U.S. company on ASX (Australian Stock Exchange) in stock buyback transaction.
  • Assisted with tax structuring and related issues including private placements for two Qualified Opportunity Zone Funds.
  • Tax counsel to a privately held company maritime transportation company in the acquisition of a maritime transportation company with the primary focus of transporting specialty chemicals across the Gulf intracoastal and U.S. inland waterways.
  • Tax counsel to a privately held company in the acquisition of the leading supplier of container and packaging venting solutions worldwide, which protect container integrity, eliminate waste, and reduce shipping costs.
  • Provide tax advice regarding structuring private equity funds
  • Tax advisor to rapidly growing hedge fund.
  • Provide tax advice and assist in structuring various real estate joint ventures between pension funds and developers.
  • Tax counsel to non-U.S. investors in U.S. businesses and U.S. real estate.
  • Frequent tax advisor to start-up companies regarding the use of convertible debt.
  • Tax advisor to family offices on numerous matters including the formation of South Dakota Dynasty Trusts.
  • Provide tax advice regarding complicated Section 1031 transactions.
  • Tax Counsel in excess of 100 transactions representing tax-equity investors and developers in transactions qualifying for the Low-Income Tax Credit, Historical Rehabilitation Tax Credit and Renewable Energy Tax Credit.
  • Tax expertise in transactions involving the implementation of employee stock ownership plans (ESOPs) (Tax counsel to the company in several transactions).
  • Representation of ultra-high net worth family in substantial wealth transfer transactions (gifts of company stock) which help set the stage for the largest transaction with a SPAC to date.
  • Tax advisor to several large tax-exempt health care systems and universities in connection with various investments in hedge funds and analysis of UBIT.
  • Representation of large tax-exempt health care systems and universities in connection with investments in hedge funds and analysis of UBIT.
  • Regular representation of high-net worth families, business owners and individuals on wealth transfer planning and business succession planning.

Publications

  • The Latest COVID-19 Stimulus: Highlights of Key Tax Provisions in the American Rescue Plan Act of 2021, March 15, 2021
  • IRS Finalizes Carried Interest Regulations, January 19, 2021
  • Let the Sun Shine In Using Federal Tax Credits to Finance Solar Energy Facilities, Chicago Daily Law Bulletin, March 25, 2015
  • Court Limits Once-Taxable, Always-Taxable Approach to Trust Residency, Income Tax, Chicago Daily Law Bulletin, December 29, 2014
  • Putting the ‘Success’ in Succession Planning for Family Businesses, Chicago Daily Law Bulletin, August 04, 2014
  • Succession Planning for Family-Owned Businesses, Volume 70/Issue 4, Today’s Insurance Professionals, November 2013
  • Oklahoma Section, ABA Sales and Use Tax Handbook (2009-2012 Editions), December 2012
  • Oklahoma Section, State Development Update for the Council On State Taxation (“COST”) 42nd Annual Meeting/Fall October 2011 and 43rd Annual Meeting/Fall Audit Session, October 2012
  • State and Local Tax Important Developments, Oklahoma Section, ABA, The State and Local Tax Lawyer, Vol. Nos. 1- 7, 1995-2001, December 2001

Presentations

  • Frequent lecturer on income tax law developments and changes, estate planning and business succession planning
  • Instructor, “Planning for Special Assets, A Series of Presentations for Professional Advisors, ”Sponsored by JP Morgan Private Client Services, August 2006, 2007 and 2008
  • "Preserving the Legacy: Exit Planning with ESOP," Entrepreneur and Family Business Council, DePaul University, May 2019

EDUCATION

Georgetown University Law Center, LL.M., Taxation, 1989
Tulane University Law School, J.D., 1986
Boston University, B.S., 1983
The McCallie School, 1979

BAR ADMISSIONS

Illinois
District of Columbia
Oklahoma
Louisiana

PROFESSIONAL AFFILIATIONS

American Bar Association
Sections of Taxation, Real Property, Trusts and Estate Law, and Business Law
Forum on Affordable Housing and Community Development Law

Chicago Community Trust, Professional Advisory Committee
Chicago Bar Association
Chicago Estate Planning Council
District of Columbia Bar Association
Oklahoma Bar Association
Louisiana State Bar Association

COURT ADMISSIONS

U.S. Tax Court
U.S. Court of Federal Claims
U.S. District Court, Northern District of Oklahoma
U.S. Court of Appeals for the Tenth Circuit

HONORS & AWARDS

The Best Lawyers in America, Trusts and Estates, 2015-present
AV® Peer-Review Rated by Martindale-Hubbell

COMMUNITY INVOLVEMENT

Past Board member for religious, educational, and charitable organizations, including The University School/University of Tulsa and Advisory Board Small Business Forum/ Tulsa Chamber of Commerce.

LATEST NEWS & INSIGHTS FROM Jeffrey C. Rambach