Sutherland files AIG $306 million tax complaint against feds

Posted on March 20, 2009 14:57 by Andy Peters

American International Group Inc. wants its money back, or at least some of it.AIG

The federally bailed-out insurance behemoth, which has been under extraordinarily heavy criticism from President Obama, Congress, TV talk show hosts and just about the entire American public, sued the U.S. government to recoup some money. The money at issue is $306 million in tax payments, some involving offshore entities that AIG controlled.

Filing the complaint on behalf of AIG last month were ten Sutherland attorneys from Atlanta, New York and Washington. According to the federal court docket, the Sutherland lawyers handling the matter are partners Jerry Cohen, Tom Cullinan, Joe DePew, Kent Jones, Jerome Libin, Dan Schlueter and Lewis Wiener, and associates Julie Bowling, Larry Dany and Jeffrey Starkey. All of the attorneys are in Sutherland’s tax, tax litigation or litigation practice groups. Wiener is listed as the lead attorney on the complaint filed in federal court in Manhattan.

The New York Times makes the observation that AIG is essentially suing its majority owner, since the U.S. government owns about 80 percent of AIG.

AIG says the U.S. government illegally assessed and collected from it $306,102,672 in income taxes, penalties, interest and additions.


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Callaway Gardens foundation conserves acreage near FDR's retreat

Posted on February 23, 2009 13:13 by Andy Peters

From Dowdell’s Knob on top of Pine Mountain in central Georgia, the visage of Franklin D. Roosevelt gazes upon the southernmost element of the Appalachian Mountain range. FDR often visited the area to treat his polio in the waters of nearby Warm Springs.FDR

After FDR’s death, the state of Georgia created its largest state park in and around the Pine Mountain and Warm Springs area. Surrounding F.D. Roosevelt State Park, which features the life-sized bronze sculpture of the 32nd president, are the holdings of the Ida Cason Callaway family. Some of the Callaway family property comprises Callaway Gardens, a golf resort and nature preserve. Much of the rest of the land is virtual wilderness.

In a multi-party, $4 million transaction last month, the Ida Cason Callaway Foundation last month transferred about 2,507 acres of its property to the Georgia Forestry Commission to be held in a conservation easement. Of the 13,000 acres owned by the foundation, about 4,000 acres are now held in a conservation easement, said foundation spokeswoman Rachel Crumbley. None of the recently donated property would affect daily visitors to Callaway Gardens, she said, and the Callaway foundation will remain the owner of the tract.

The Georgia Land Conservation Program provided a $2 million grant and a $2 million low-interest loan to Harris County, Ga. to acquire an easement on the property from the Callaway Foundation. The county then transferred the easement to the Georgia Forestry Commission.

Lawson & Moseley partner Bill Lawson and attorney Susan Kalus in Atlanta advised the Ida Cason Callaway Foundation on the transaction. Lewis Taylor & Todd partner John M. Taylor in LaGrange advised the government of Harris County, Ga., where the property is located. The Georgia State Properties Commission was represented by in-house counsel Alisa C. Pereira. Shannon A. McGhee of the Office of the Attorney General advised the Georgia Land Conservation Program, a state-funded effort to protect property from private development.

A conservation easement imposes strict limits on what type of development can take place on the property, said Curt Soper, director of the Georgia Land Conservation Program. The easement limits the number and types of homes that can be built, as well as restricts digging and grading land. In return, a private landowner can obtain tax benefits—in Georgia, up to $250,000 per individual, or up to $500,000 for a corporation—if a property owner donates an easement.

From the public’s point of view, any additional land that’s set aside from private development is a good thing, said Mark Woodall, a Talbot County tree farmer who lobbies at the state Capitol on behalf of the Sierra Club.

“This makes for a fine Dowdell's Knobprotected area for folks in west Georgia,” Woodall said.

The conservation easement should also help efforts by public and private groups, including the Callaway foundation, to restore the population of rare and endangered montane longleaf pine trees to the Pine Mountain ridge and valley area, Woodall said.

An additional benefit accrues to the public when property that’s located adjacent to a state park is placed in a conservation easement, Soper said. For example, the 23-mile Pine Mountain Trail could be extended from within F.D. Roosevelt State Park into the Callaway tract.

The Callaway property is one of about 500 tracts in the state held in conservation easements, Soper said. The vast majority of those easements are held by private trusts with the remainder, including the new Callaway property, being held by the state government.


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Hunton and McKenna work on converting Hapeville Ford plant

Posted on January 5, 2009 13:15 by Andy Peters

The queue of contenders for the title The Next Atlantic Station continues to grow. And of course it takes lawyers to assemble the plans to make it happen.Ford Hapeville 2

The latest movement comes on behalf of the city of Hapeville, which formed its first tax-allocation district (TAD) with the assistance of Hunton & Williams partner Doug Selby. The TAD encompasses the former Ford plant, which Hapeville officials and Jacoby Development Inc. want to turn into a mixed-use development. McKenna Long & Aldridge partner Sharon Gay was Jacoby’s counsel.

The TAD will allow Hapeville and Jacoby to convert the 122-acre site into places to live, work and play. The Hapeville site could also include a new public transit station. MARTA has expressed an interest in placing a stop at the Hapeville Ford plant, and the state of Georgia’s long-simmering plans for a commuter rail line south to Griffin could include a stop at the Hapeville site.

In addition to the Hapeville Ford plant, some other sites that developers think could be converted to a large collection of residences, offices and stores include the former GM plant in Doraville; Fort McPherson in south Atlanta, which is being shuttered by the Department of Defense; and Executive Park on North Druid Hills Road in DeKalb County.

Atlantic Station, which was developed by Jacoby, was built on the site of an old steel plant in midtown Atlanta. Among Atlantic Station’s many amenities are IKEA, Target and Publix stores; hotel and condo towers; restaurants and a movie theatre; and office towers that house some of Atlanta’s biggest law firms, including Arnall Golden Gregory and Burr & Forman. A third office tower, 271 17th Street, is scheduled to open this year, and law firms also populate its tenant list. Womble Carlyle Sandridge & Rice and labor and employment firm Ford & Harrison plan to move to the new building.

Just thinking out loud: While some of Atlanta’s most-prestigious law firms are keen on leasing space at Atlantic Station, would they lease space in Hapeville or Doraville? If big law firms aren’t interested in office space outside of Midtown, does that leave a big hole in potential tenants for the space?


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Crescent Moon diner has avoided paying taxes, creditor alleges

Posted on August 26, 2008 16:23 by Andy Peters

It appears that customers cutting back their eating-out habits wasn’t the only reason that Decatur diner Crescent Moon filed for bankruptcy last month.

The owners of Crescent MoonCrescent Moon, Global Restaurant Group LLC, have not registered with the Internal Revenue Service and have never paid payroll taxes, according to a motion filed by a creditor on Monday in the U.S. Bankruptcy Court for the Northern District of Georgia. An IRS agent attended a creditors’ meeting on Aug. 21 and said that Crescent Moon’s owners have never filed a return for paying payroll taxes.

The motion was filed by creditor Alternative Dining Inc., the original owner of Crescent Moon. Alternative Dining asked U.S. Bankruptcy Court Judge Mary Grace Diehl for an emergency dismissal of the case, or to appoint a trustee to oversee Crescent Moon’s operations and assets.

Crescent Moon’s founder, Rob Atherholt, sold the business to Global Restaurant in October, according to the motion. Global Restaurant has since made some payments to Atherholt as required by the sales agreement but has not met other contractual obligations. Disagreement over those obligations has led to civil litigation in DeKalb State Court.

Additionally, Global Restaurant has not accounted for about $650,000 in cash sales since Atherholt sold the business to the group, the court filing said. Alternative Dining compiled its estimate from data taken from point-of-sale transactions at Crescent Moon’s Decatur and Northlake locations. Alternative Dining said Crescent Moon has made no cash deposits into its checking account at Decatur First Bank since Oct. 31. Alternative Dining estimates that Global Restaurant owes it about $1.04 million.

Global Restaurant had not filed a response to Alternative Dining’s motion as of Tuesday afternoon.

Jones & Walden partner Leon S. Jones in Atlanta is advising Alternative Dining. Atlanta attorney Paul Reece Marr is representing Global Restaurant.


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Kraft consults Sutherland on lopping taxes off Post cereals deal

Posted on June 25, 2008 11:23 by Andy Peters

Post Raisin Bran is known for being full of vitamins and also being cholesterol-free. But did you know it’s also sometimes tax-free?Post Raisin Bran

Sutherland partner Reggie Clark in Atlanta was part of a team that advised Kraft Foods Inc. on the spin-off and merger of its Post cereals unit to Ralcorp Holdings Inc. in an all-stock, tax-free deal valued at $2.6 billion. After the merger, Kraft shareholders will own about 54 percent of the new Ralcorp entity and Ralcorp’s existing shareholders will own 46 percent of the new company.

Clark, along with fellow Sutherland tax partners Cliff Muller and Randy Buchanan in Washington, advised Kraft on the tax-free transaction. Sutherland is formerly known as Sutherland Asbill & Brennan.

Cravath, Swaine & Moore advised Kraft on corporate matters related to the transaction. Ralcorp general counsel Charles G. Huber Jr. performed due diligence for his company on corporate matters and the firm hired Bryan Cave for legal advice on tax issues.

Kraft, of Northfield, Ill., makes Oreo cookies, Maxwell House coffee and Kraft cheese. Ralcorp, of St. Louis, is the largest U.S. maker of private-label cereal, cookies, crackers, peanut butter, ketchup and other food items.


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Janet ConleyThe Deal Watch Blog is devoted to bringing you the latest news in business law in Atlanta, the Southeast and the U.S. The lead writer is Daily Report associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing writer is Daily Report staff reporter Andy Peters.

Andy Peters has been a journalist since graduating from Furman University in 1992. A short list of the subjects he’s covered includes the Georgia state Legislature, the U.S. semiconductor industry, the Alabama-Florida-Georgia “water wars” litigation, the 1999 American Airlines pilots strike, Coca-Cola and PepsiCo’s battle to acquire the Gatorade sports-drink brand, indie rock music and high school football. Andy has written for Bloomberg News, the New York Times Web site, the Macon Telegraph, the Spartanburg (S.C.) Herald-Journal and the Atlanta Business Chronicle.

Andy has written the Deal Watch column for the Daily Report since March 2006. He was born in Chattanooga, Tenn. in 1971 and grew up in Ringgold, Ga. He lives in Decatur with his wife and two children.

He can be reached at apeters@alm.com.

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