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Warren P. Kean

Partner
101 South Tryon Street
Suite 2200
Charlotte, NC 28280
Direct704.945.2906
Fax704.332.1197
wkean@slk-law.com

Assistant

Shirley Warren
Direct704.945.2949
swarren@slk-law.com

Warren P. Kean focuses his practice on matters relating to limited liability companies, partnerships, and other unincorporated entities and the taxation of those entities.  His practice emphasizes the representation of privately-held companies, venture capital and private equity financings, strategic alliances and joint ventures, the negotiation and structuring of mergers and other transactions, and the design and implementation of equity incentive plans and agreements.  His clients rely on his abilities as both a business and a tax lawyer to be two advisors in one.  He previously practiced with larger, international law firms in both New York and Charlotte.

Warren is Chair of the North Carolina Bar Association’s Joint Task Force responsible for drafting the North Carolina Limited Liability Company Act (NCGS Chapter 57D, 2014).  He is past Chair of the Model Operating Agreement Drafting Subcommittee of the Partnerships and the Unincorporated Business Organizations Committee responsible for drafting the ABA Business Law Section’s Model Real Estate Development Limited Liability Company Agreement and is the past Chair of the Tax Committee of the American Bar Association's Business Law Section.  Warren also Chairs the LLCs, Partnerships and Unincorporated Entities Committee of the North Carolina Bar Association's Business Law Section and its LLC Legislation and Official Commentary Subcommittee and Co-chairs the firm's transactional tax practice group. 

Warren frequently lectures on his areas of practice.

Representative Matters

  • Represented venture capital, private equity, and merchant banking firms in negotiating, structuring, and closing the purchase or financing of a variety of companies and, in unrelated transactions, represented the companies themselves and their owners and management in the sale, financing or refinancing of their businesses.
  • Adviser to the United Kingdom's taxing authority (HM Revenue and Customs) on US LLCs (both governance and income tax principles) in respect of the taxation of UK tax payers who are members of US LLCs.
  • Expert witness on matters involving limited liability companies and their taxation.
  • Reorganizing multi-tiered ownership structures to provide for intended economic and tax outcomes.
  • Represented start-up company through its rapid growth to multi-billion dollar company.
  • Represented family office set up global portfolio real estate investment and management platforms.
  • Represent companies in mergers and other combinations involving limited liability companies and other merger & acquisition transactions.
  • Represent large and small companies in negotiating, structuring, and closing joint ventures and other strategic alliances.
  • Represent real estate developers in negotiating, structuring, and closing real estate investment and development projects.
  • Represent clients in controversies and conflict resolutions involving limited liability companies and their owners and management.
  • Serves as arbitrator in disputes involving limited liability companies and their owners and management.
  • Devise tax-efficient structures in a broad range of commercial transactions and ownership structures, including structures that avoid the payment of tax on the sale of certain qualified investments.
  • Represent clients in tax controversies involving the North Carolina Department Revenue and the Internal Revenue Service.

Honors

  • American Bar Foundation, Fellow
  • 2015 Recipient of the Distinguished Service Award of the North Carolina Bar Association's Business Law Section
  • Best Lawyers in America, 2007 – 2018; Lawyer of the Year recognition Business Organizations (including LLCs and Partnerships) and Litigation and Contraversy-Tax
  • North Carolina Super Lawyers by Super Lawyers magazine, 2007 – 2018
  • "Top 100" Lawyers, Super Lawyers magazine, 2012 – 2015
  • North Carolina Legal Elite, Business North Carolina Magazine, Tax and Estate Planning, 2017; Tax Law, 2007 – 2015
  • Charlotte Magazine, Top 100 Attorneys in North Carolina
  • Charlotte Magazine, Top 25 Attorneys in Charlotte
  • America’s Leading Lawyers for Business, Chambers & Partners, Corporate/M&A, 2014
  • AV® Peer Review Rated by Martindale-Hubbell

Professional and Community Affiliations

  • Chair of the Joint Legislation Task Force that drafted the North Carolina Limited Liability Company Act (NCGS Chapter 57D)
  • Chair of the LLCs, Partnerships and Unincorporated Entities Committee of the North Carolina Bar Association's Business Law Section and its LLC Legislation and Official Commentary Subcommittee
  • Chair of the Limited Liability Company Revisions Task Force of the Business Law Section of the North Carolina Bar Association (2007 – 2014 )
  • University of North Carolina School of Law, Adjunct Professor of Law; Partnership Taxation (2009)
  • North Carolina Bar Association, Council Member of the Business Law Section (2009 – 2012)
  • North Carolina Bar Association, Council Member of the Taxation Section (1998 – 2002)
  • American Bar Association, Business Law Section, Chair Taxation Committee (2003 – 2006)
  • American Bar Association, Business Law Section, Former Chair of the Joint Task Force on Model Operating Agreements of the LLCs, Partnerships and Unincorporated Entities Committee and the Taxation Committee
  • Charlotte Rotary Club, Board of Directors (2009 – 2011)

News Releases

02.14.2018Shumaker Attorneys Named to 2018 North Carolina Super Lawyers® and Rising Stars
08.17.2017Shumaker Lawyers Recognized in The Best Lawyers in America® 2018
01.23.2017Shumaker Attorneys Named to 2017 North Carolina Super Lawyers® and Rising Stars
01.09.2017Shumaker Attorneys Named Business North Carolina's 2017 "Legal Elite"
10.21.2016Warren P. Kean Addresses The New Partnership Audit Rules 2016 LLC Institute
10.13.2016Warren P. Kean Addresses S Corporations at the Florida Bar 2016 Fall Meeting
08.16.2016Shumaker Lawyers Recognized in The Best Lawyers In America® 2017
01.28.2016Shumaker, Loop & Kendrick, LLP Attorneys Recognized as 2016 North Carolina Super Lawyers® and North Carolina Rising Stars
01.20.2016Warren Kean, Panelist for ABA Business Law and Tax Sections Webinar
08.19.2015Shumaker Lawyers Recognized in The Best Lawyers In America® 2016
04.23.2015Warren P. Kean to Present at the 14th Annual North Carolina/South Carolina/Georgia Tax Section Workshop
04.13.2015Warren P. Kean to Present at University of North Carolina School of Law’s J. Nelson Young Tax Institute 2015
03.06.2015Warren Kean Honored With Distinguished Service Award From North Carolina Bar Association
01.26.2015Charlotte Attorneys Named Business North Carolina Magazine's "Legal Elite"
01.26.2015Shumaker, Loop & Kendrick, LLP Attorneys Recognized as 2015 North Carolina Super Lawyers® and North Carolina Rising Stars
01.26.2015Warren P. Kean Recognized in North Carolina Super Lawyers® Top Lists
06.12.2014Warren P. Kean Joins Shumaker, Loop & Kendrick, LLP

Publications

08.21.2017"What to Know and Do About the New Partnership Audit Rules Now," Tax Notes (July 2017)
06.29.2016"New Tax Law Allows Some to Avoid Paying Tax on the Sale of their Business"
March/April 2016"Encouraging Investment in Small Businesses:  Tax Law Allows Avoidance of Tax on the Sale of a Business," Greater Charotte Biz magazine, March/April 2016
09.20.2013"N.C. Law for LLCs gets Needed Overhaul," Charlotte Business Journal (September 2013)
September 2013"A Road Map for the New North Carolina Limited Liability Company Act," The LLC & Partnership Reporter of the ABA Business Law Section's Committee on LLCs, Partnerships and Unincorporated Entities (September 2013)
07.12.2013"Recently Reenacted North Carolina Limited Liability Company Act Goes Into Effect on January 1," Corporate/M&A Alert (July 2013)
02.04.2013"Exclusion from Tax for Stock Issued by Qualified Small Business Corporations," Tax Alert (February 2013)
September 2013"Exploring the Reasons Behind the Bias of Private Equity and Venture Capital Firms Investing in Corporations Rather Than Limited Liability Companies – A Time to Reconsider," Practising Law Institute’s Corporate Tax Practice Series course books and Tax Practice Series course books (September 2013)
2004 - 2013"M&A Transactions Involving Partnerships and LLCs (Conversions, Mergers and Divisions)," Practising Law Institute’s Corporate Tax Practice Series course books and Tax Practice Series course books
2000 - 2013"A Partner's Interest in the Partnership for Purposes of Section 704(b)," Practising Law Institute's Tax Practice Series course books
01.18.2011"100% Exclusion From Tax for Stock Issued in 2011 by Certain Qualified Small and Middle Market Businesses," Tax Alert (January 2011)
12.02.2010"Unprecedented Tax Break Set to End," Charlotte Business Journal
11.03.2010"Unprecedented but Ephemeral Tax Opportunity for Many Middle Market Companies:  How to Shield One’s Ownership Interest from Tax by Acting Before Year End," Tax Alert (December 2010)
Winter 2009/2010"Reconsidering Private Equity and Venture Capital Investments in LLC Portfolio Companies," Preferred Returns, American Bar Association, Business Law Section, Private Equity and Venture Capital Committee Newsletter (2009/2010)
2008"Model Real Estate Development Operating Agreement with Commentary," 63 Bus. Law. 385 (2014)
08.09.2008"Tax Discussion:  It's a Minefield," 2008 ABA Business Law Section Annual Meeting (January/February 2008)
January - February 2008"Common Mistakes and Oversights When Drafting and Reviewing LLC Operating Agreements," Journal of Passthrough Entities
July 2001"Capital Accounts, Who Needs Them?," Pubogram, American Bar Association, Business Law Section, Partnerships and Unincorporated Business Organizations Committee Newsletter (July 2001)

Newsletters

Events and Presentations

06.08.2016"Drafting Transfer of LLC Interests:  Avoid Common Mistakes and Oversights," American Law Institute webinar (June 2016)
02.04.2016"Partnership Creation And Care With No Regrets,” joint webinar with Grant Thornton (February 2015)
01.20.2016"Responding to the Repeal of TEFRA," American Bar Association webinar (January 2016)
11.13.2015"S-Corporation LLCs," American Bar Association, 2015 LLC Institute (November 2015)
05.23.2015"LLC Statutory, Fiscal, and Tax Accounting – Keeping Score with the Convoluted Blend of Concepts of Subchapter K and the Reporting and Record-Keeping Responsibilities, Duties, and Liabilities of, and Planning Opportunities for, LLCs and their Management," 14th Annual North Carolina/South Carolina/Georgia Bar Associations’ Tax Section Workshops (May 2015)
05.01.2015"LLC Statutory, Fiscal, and Tax Accounting – Keeping Score with the Convoluted Blend of Concepts of Subchapter K and the Reporting and Record-Keeping Responsibilities, Duties, and Liabilities of, and Planning Opportunities for, LLCs and their Management," University of North Carolina School of Law’s J. Nelson Young Tax Institute 2015 (May 2015)
July 2014"Estate Planning with the New NC LLC Act," 35th Annual Estate Planning & Fiduciary Law Program, Kiawah Island, South Carolina (July 2014)
February 2014"The Overhaul of the North Carolina Limited Liability Company Act," 2014 North Carolina Business Law and International Law and Practice Sections Joint Annual Meetings (February 2014)
February 2014"The Effect of the New North Carolina Limited Liability Company Act on Operating Agreements and Common Mistakes and Oversights in the Drafting of Operating Agreements," 2014 North Carolina Business Law and International Law and Practice Sections Joint Annual Meetings (February 2014)
February 2014"Partnership and LLC Tax Basics for Business Lawyers:  Introduction," 2014 North Carolina Business Law and International Law and Practice Sections Joint Annual Meetings (February 2014)
February 2014"Partnership and LLC Tax Basics for Business Lawyers:  Explaining Typical Tax Provisions in LLC and Partnership Agreements," 2014 North Carolina Business Law and International Law and Practice Sections Joint Annual Meetings (February 2014)
May 2013"Capturing the Value of a Company’s Efficient Tax Structure Upon Sale:  Often Overlooked and Underemphasized Tax Considerations in U.S. M&A and IPO Transactions," University of North Carolina School of Law, J. Nelson Young Tax Institute (May 2013)
January 2012"Additional Sales Price Attributable to Tax Attributes:  Speaking the Banker’s Language," 2012 South Carolina Bar Convention (January 2012)
May 2011"Unique Advantages Associated with Taking Advantage of the 100% § 1202 Exclusion for 2011 Transactions," 10th Annual North Carolina and South Carolina Tax Sections Workshops (May 2011)
February and March 2010"Drafting Train Wrecks:  Mistakes and Oversights in Drafting Operating Agreements," 2010 Annual Meeting of the North Carolina Business Law Section, Corporate Counsel Section, and International Section (March 2010)
August 2009"Reconsidering Private Equity and Venture Capital Investment in LLCs as Portfolio Companies," Panel Discussion, ABA Annual Meeting, Chicago, Illinois (August 2009)
May 2009"Exploring the Reasons Behind the Bias of Private Equity and Venture Capital Firms Investing in Corporations Rather than Limited Liability Companies – A Time to Reconsider," University of North Carolina School of Law, J. Nelson Young Tax Institute (May 2009)
February 2009"LLC Operating Agreements:  Common Mistakes and Oversights," University of North Carolina School of Law, 2009 Festival of Legal Learning  (February 2009)
February 2009"Common Mistakes and Oversights When Drafting and Reviewing LLC Operating Agreements," 2009 Festival of Legal Learning (February 2009)
August 2008"Bridge Financings of Emerging Growth Companies – What Lawyers Representing Investors and Companies Need to Know in Structuring Bridge Loans to Fund a Company Before a Series A Round or Bridging From One Series of Preferred to the Next," Panel Discussion, ABA Annual Meeting, New York, New York (August 2008)
April 2008"Common Mistakes and Oversights When Drafting and Reviewing LLC Operating Agreements," University of North Carolina School of Law, J. Nelson Young Tax Institute (April 2008)
May 2007"LLCs and Operating Agreements:  Introducing Draft of the ABA Model Operating Agreements," 6th Annual North Carolina/South Carolina Tax Section Workshops (May 2007)
February 2007"LLCs and Operating Agreements:  Introducing Draft of the ABA Model Operating Agreement," Business Law Section and Corporate Counsel Section Joint Annual Meetings (February 2007)
November 2006"Tax Accounting and Planning for Partnership Liabilities," 67th Annual Symposium of the North Carolina Association of CPA's (November 2006)
May 2006"Partnership Mergers and Acquisitions," Southeast Tax Institute 2006:  Tax Planning For Business Transactions, Atlanta, Georgia (May 2006)
August 2005"Federal and State Tax Issues Routinely Confronted by Business Lawyers (Including Recent Developments) - Part 3:  M & A," America Bar Association Annual Meeting, Chicago, Illinois (August 2005)
2005"Federal and State Tax Issues Routinely Confronted by Business Lawyers (Including Recent Developments) - Part 2:  Operations, Distributions, Divisions and Liquidations," Nashville, Tennessee (May 2005)
2005"LLCs:  The Choice of Entity for 2005," South Carolina Bar Convention, Charleston, South Carolina (2005)
2004"Federal and State Tax Issues Routinely Confronted by Business Lawyers (Including Recent Developments) - Part 1:  Formation of a Business Through Its First Year of Operations," American Bar Association, Annual Meeting, Atlanta, Georgia (August 2004)
2004"Private Equity and Mezzanine Finance Issues Relating to Investing in LLCs," CLE International 2004 Private Equity and Mezzanine Finance Conference, Charlotte, North Carolina
2004"Basics of Business Law: LLC Operating Agreements," North Carolina Bar Association
2003"The State of Tax Practices," The Advisory Group, LLC Annual Alumni CPE Seminar
2003"Conversions and Mergers Involving Partnerships and LLCs," University of North Carolina J. Nelson Young Tax Institute (April 2003)
2003"Tax Provisions of Partnership Agreements and LLC Operating Agreements:  Understanding the Legalese," North Carolina/South Carolina Tax Section Workshops (May 2003)
February 2010"Drafting Train Wrecks: Mistakes and Oversights in Drafting Operating Agreements," Tax Section of the Dallas Bar Association (February 2010)
February 2018"Important Aspects of LLC Statutes Frequently Overlooked by Lawyers and Judges: Need for Vigilance to Avoid Evasive Corporification of LLCs," Annual Meeting of the Business Law and International Law Sections of the Business Law and International Law Sections of the North Carolina Bar Association (February 2018)
February 2018"Oh, Did Something Just Happen with Taxes? Discussion of the New Tax Law," Charlotte Chapter of the Association of Corporate Counsel (February 2018)
October 2016"The Partnership Audit Rules and Related Operating Agreement Drafting Considerations," American Bar Association Annual LLC Institute, (October 2016)
October 2016"Using the 'S Corp' Effectively," Tax Section of Florida Bar Association, Advanced Income Tax Planning for Family Businesses (October 2016)

Alternate biographies

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Assistant


Education

  • J.D., Order of the Coif, Louisiana State University Paul M. Hebert Law Center, Louisiana Law Review, Member, 1985
  • B.A., Washington and Lee University, cum laude, 1981
  • LL.M., Taxation, New York University School of Law, New York University Tax Law Review, Graduate Editor
  • LL.M., with distinction, Securities Regulation, Georgetown University Law Center, Thomas Bradbury Chetwood, S.J. Award - top graduate

Bar and Court Admissions

  • North Carolina
  • Louisiana, Inactive

Languages


Advisors


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NC Legal Elite 2017