Warren P. Kean

Partner

Warren 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
  • Negotiation and structuring of mergers and other transactions
  • 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. Warren previously practiced with larger, international law firms in both New York and Charlotte.

Chair of the North Carolina Bar Association’s Joint Task Force, Warren is responsible for drafting the North Carolina Limited Liability Company Act (NCGS Chapter 57D, 2014). He is former 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 he Co-chairs the firm's transactional tax practice group.

Warren frequently lectures on his areas of practice.

  • 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.

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