Atty. Stephen A. Sherman

• Stephen serves as Counsel to the Firm in Stoll Keenon Ogden’s Louisville office and has been with SKO for more than 10 years
• He contributes to the Tax practice and also the Business Services practice with a focus on Health Care

Tax

• Working with clients ranging from individual persons to publicly traded companies, Stephen offers his expertise in matters concerning all areas of taxation, including corporate and personal income tax, wage assessments, excise tax and property tax as well as tax exemptions, credits and tax-related issues
• Involved in all aspects of local, state and federal taxation, Stephen has extensive experience in complex tax planning, audit defense and tax controversies
• He has represented clients before state revenue agencies, the IRS, and state and federal courts
• He has significant expertise in tax-motivated transactions and the negotiation and implementation of tax incentives, including like-kind exchanges, corporate income tax credits, property tax abatements, New Markets Tax Credit Program and Historic Rehabilitation Tax Credit

Health Care

• Stephen represents providers from both nonprofit and for-profit organizations in various general business matters, such as employment matters, practice sales, mergers and acquisitions, and separations
• He supports his clients in regulatory matters by applying for and challenging Kentucky Certificates of Need and other licensure requirements and assisting in Medicare and Medicaid audits and reimbursement disputes
• He also advises on compliance with state and federal laws, including the Stark Law, Anti-Kickback Statute and False Claims Act

Business Services

• Stephen’s proficiency in tax law, along with his knowledge of business concerns, including the unique challenges faced by health care systems, makes him a valuable asset to clients involved in business activities spanning from mergers and acquisitions to contract negotiations
• Civic Leadership • Community Catholic Center, Inc., Board Member, 2009-2012 • St. Martin of Tours, Parish Council, 2018-present • Knights of Columbus • Angels in Disguise, Board Member and Secretary, 2022-Present Work Highlights Tax Planning Represented two major ophthalmology practices in the sale of their Kentucky and Indiana-based practices and associated ambulatory surgery centers to another business based in Missouri
• The first $33 million transaction was structured as an asset purchase and the Second $30 million transition was structured as a stock purchase

Related Practices

• Business Services, Tax, Healthcare Sale of Kentucky and Indiana-based Ophthalmology Practices Represented two major ophthalmology practices in the sale of their Kentucky and Indiana-based practices and associated ambulatory surgery centers to another business based in Missouri
• The first $33 million transaction was structured as an asset purchase and the second $30 million transition was structured as a stock purchase

Related Practices

• Business Services, Healthcare, Mergers & Acquisitions Reorganization, Refinancing and Acquisition of Major Healthcare Entity Stoll Keenon Ogden represented a major healthcare services entity, its affiliated upstream and sister companies, its owners and its founding management team in comprehensive reorganization, refinancing and acquisition transactions totaling more than $300 million
• The matters resulted in the closing of a senior secured term loan and revolving credit facilities secured by owned senior care facilities in four states with a 9-member syndicate of commercial banks
• the requisition of waivers, consents and estoppels from various property lessors on leased senior care facilities in four states
• restructuring of upstream holding companies and combination of two upstream ownership groups and boards of managers
• the creation of a management company
• the introduction of healthcare facility management agreements
• the migration of payroll and benefits for more than 7,000 employees
• the related restructuring of multiple lease and debt financing and supplier relationships
• the creation and reorganization of multiple SPE organizations accompanied by extensive non-consolidation analysis and issuance of a substantive non-consolidation opinion to the lending syndicate
• the exercise of purchase option and acquisition of multiple senior care facilities
• the contribution of additional equity capital from the client’s majority owners
• and the amendment and restructuring of multiple Master Lease and inter-creditor agreements

Related Practices

• Business Services, Labor, Employment & Employee Benefits, Tax, Bankruptcy & Financial Restructuring, Corporate Finance & Lending, Healthcare, Mergers & Acquisitions Local Hotel Taxes Successfully defended online travel companies in litigation by three local governments seeking to collect local hotel taxes
• Louisville/Jefferson County Metro Govt., Lexington-Fayette Urban County Govt., et al. v
• Hotels.com, L.P., et al., 590 F.3d 381 (6th Cir., 2009)

Related Practices

Tax, Class Action Utility Gross Receipts License Tax Successfully represented a provider of utility services in an appeal of a utility gross receipts license tax assessment that reduced their liability by $2.5 million

Related Practices

Tax Planning Advised client with respect to like-kind exchanges of multiple properties under Section 1031 of the Internal Revenue Code involving exchange proceeds in excess of $17 million

Related Practices

Tax Purchase of Gas/Food Marts Represented an oil company in the purchase of the assets and business of six gas and food mart locations

Related Practices

• Business Services, Tax, Mergers & Acquisitions News Seven SKO Attorneys Selected for Community Leadership Roles, Aug. 13, 2012 Publications SUMMARY OF 2022 KENTUCKY TAX REFORM LEGISLATION, Mar. 4, 2022 Beware!
• Some CARES Act Relief is Exclusive of Others, Apr. 28, 2020 Early 401(K) Distributions in a Time of COVID, Apr. 23, 2020 Delayed Tax Return And Payment Due Dates, Apr. 15, 2020 Summary of KY H.B. 351 (2020) and Related Revenue Measures, Apr. 15, 2020 CARES Act Alters Charitable Deduction, Apr. 8, 2020 Few Options for Local Government to Address Increased Pension Obligations, May 21, 2019 Kentucky General Assembly Passes $105 Million Tax Decrease, Mar. 15, 2019 Kentucky General Assembly Passes $395-500 Million Tax Increase, Apr. 18, 2018 Lowering the FBAR, Mar. 20, 2018 Because Divorce Wasn’t Rough Enough, Let’s Toss in Some Tax, Jan. 10, 2018 COST FALL 2017 – Kentucky State and Local Tax Developments, Oct. 10, 2017 Kentucky Claims Commission Holds Tax Credits Must Be Excluded from Value of Low-Income Housing, July 25, 2017 Kentucky Supreme Court Strikes Down Provision of State’s Telecommunications Tax, July 10, 2017 Growing Your Business?
• Don’t Forget About State and Local Economic Development Incentives, Apr. 18, 2017 Relying on Tax Advice Versus Delegating Duties, Apr. 6, 2017 COST SPRING 2017 – Kentucky State and Local Tax Developments, Apr. 4, 2017 COST FALL 2016 – Kentucky State and Local Tax Developments, Oct. 4, 2016 COST SPRING 2016 – Kentucky State and Local Tax Developments, Apr. 4, 2016 Kentucky’s Highest Property Tax Rate Applied to “Private” Aircraft, Oct. 5, 2015 Federal Court Finds Kentucky Owes Refund of Fuel Taxes, Sep. 4, 2015 The Kentucky Board of Tax Appeals Finds Agricultural Valuation Methodology for Woodlands Valid, June 24, 2015 Spring 2015 Kentucky State and Local Tax Developments, May 26, 2015 Fall 2014 Kentucky State and Local Tax Developments, Oct. 1, 2014 Kentucky Department of Revenue Adopts Emergency Regulation for New Markets Development Program, July 1, 2014 Regulatory Change to Telecommunications Resale Exclusion Conformed to Statutes and Was Valid, July 1, 2014 The Limestone Tax Credit is Not Limited to Sales Consummated Outside Kentucky, Mar. 10, 2014 “Goods Stored in a Warehouse” Must Leave and Never Return to Obtain Property Tax Exemption, Feb. 1, 2014 What You Should Know About a New IRS Rule for 2014, Jan. 24, 2014 Amended Regulation Reflects New Law Increasing the Likelihood of “Addback” of Intercompany Management Fees, Dec. 21, 2013 Everything is Different if the Land is Agricultural, Dec. 21, 2013 Accountability for Kentucky’s Ghost Governments – 2013 HB 1, Apr. 29, 2013 Kentucky Attorney General Rules Constitutional Amendment Required for Authorization of Local Option Sales Tax, Jan. 6, 2013 Analysis: What is the Fiscal Cliff?, Dec. 1, 2012 Seminars Presentation to Kentucky Investors and Developers, Overview of Federal Opportunity Zone Legislatio, 2018 Presentation to the Kentucky Association of Manufacturers, Annual Business Briefing, Tax Incentives for Manufacturers, 2017 Presentation to MainSource Bank, Kentucky State Tax Incentives, 2017 Tax Incentives for Manufacturers, Kentucky Association of Manufacturers Business Briefing, 2016 Presentation to Council on State Taxation, Mid-West Regional State Tax Seminar, Special Report: State Tax Issues Related to IRC 385 Regulations and State Tax Haven Legislation, 2016 Presentation to Stock Yards Bank & Trust Company, Kentucky State Tax Incentives, 2016 Special Report: State Tax Issues Related to IRC 385 Regulations and State Tax Haven Legislation, Council on State Taxation, Mid-West Regional State Tax Seminar, 2016 Kentucky State Tax Incentives, Stock Yards Bank & Trust Company, 2016 Sales and Use Tax in Kentucky, National Business Institute, 2015 Like-Kind Exchanges, University of Louisville Grief Institute, 2014 Limited Liability Entity Taxation and Planning, University of Louisville Grief Institute, 2013 Kentucky Sales and Use Tax for Manufacturers, Hitachi Automotive Products, 2013 12 Tax Topics in 120 Minutes, Louisville Bar Association, 2012 The Fiscal Cliff, Marion County Economic Development Office, 2012 Let the Government Be Your Silent Partner: Tax Incentives in Kentucky, Kentucky Society of CPAs, 2011 Saving Green by Going Green in the Bluegrass: Kentucky Tax Incentives for Green Businesses, Greater Louisville Inc., 2011 Interest Charge Domestic International Sales Corporations, Greater Louisville Inc., 2011 Tax Credits, Government Loans, Government Guarantees and Other Incentives Available for Businesses, SKO 22nd Annual Spring Keeneland Seminar, 2011 Independent Contractor versus Employee: Why it Matters, Louisville Association of Paralegals, 2011 Kentucky Local Occupational License Taxation, Louisville Grief Institute, 2010 Kentucky Economic Development Incentives: A Summary of 2009 House Bill 3 Incentives for a New Kentucky, Kentucky Commercial Real Estate Alliance, 2010 Ethics and the Standard of Care for Tax Practitioners: Guidelines in Practicing Tax, Louisville Bar Association, 2010 Affiliations • American Bar Association • Louisville Bar Association • Kentucky Bar Association • Council on State Taxation • Kentucky Association of Economic Development • Louisville Bar Association, Leadership Academy, 2012 • Louisville Bar Association, Taxation Section Chair, 2012, Vice-Chair, 2011 • Kentucky Bar Association, Health Care Law Section, Secretary, 2018-2022, Chair-Elect 2022-Present