W. Jeff McGoff

W. Jeff

McGoff

Overview

Jeff is a member of the Business Services Group and the Healthcare Regulatory and Transactions Practice and focuses his practice on mergers and acquisitions, corporate and partnership taxation, venture capital and private equity transactions, as well as business planning and operations.

Experience

  • Counsel to international nutritional products company in a transaction whereby the equity interest of its institutional investor was redeemed, and in connection therewith, several of its European distributors were acquired.
  • Counsel to investor in a transaction involving the sale of a majority stake in a nationally-based, fast-casual restaurant franchisor.     
  • Counsel to an acquirer in connection with the purchase of manufacturing company with assets based in Honduras.
  • Counsel to an acquirer in connection with the purchase of a multiple-site retailer of heavy equipment.
  • Counsel to accounting firm with over sixty accountants in a transaction involving the sale of its assets to a publicly traded advisory firm and the transition of its personnel to the acquirer and its affiliated accounting firm.
  • Counsel to an acquirer in a reverse take-over of a publicly-traded Canadian company.
  • Counsel to a large industrial gas supplier in acquisition of carbon dioxide facility and pipeline lateral.
  • Counsel to several companies selling to private equity financial buyers in leveraged acquisitions.  Two such companies retained middle market investment banking assistance to manage auctions.  In one other such transaction, we also managed the auction itself.  Each transaction involved, among other things, the negotiation of complex, multi-year earn-out provisions.
  • Counsel to seller in a leveraged ESOP acquisition of 100% of the common stock of a large HVAC manufacturing corporation.
  • Counsel to seller in transaction involving the acquisition of a minority stake in an investment advisory firm by an ESOP.
  • Counsel to investment adviser group in connection with the private placement of securities.

Distinctions

  • Best Lawyers in America®
    • Lawyer of the Year, Mergers and Acquisitions Law (Memphis), 2020
    • Mergers and Acquisitions Law, 2013-2023
    • Tax Law, 2013-2023
  • Mid-South Super Lawyers® Rising Star, Tax, Mergers & Acquisitions, 2013-2014
  • Certified Public Accountant

Bar Admissions

  • Tennessee, 2004

Education

  • University of Florida, LL.M., Taxation, 2004
  • University of Memphis, J.D., 2003
    • University of Memphis Law Review
  • University of Memphis, M.S., Accounting, 2000
  • University of Memphis, B.B.A., Accounting, 1998

Associations

  • American Bar Association
  • Tennessee Bar Association
    • Tax Law Section
      • Chairman
  • Memphis Bar Association
  • American Institute of Certified Public Accountants

Papers, Presentations & Publications

  • Co-Author, "Venture Forth, Entrepreneurs," Memphis Daily News, November 3, 2011.
  • Author, "ESOPs Gain Momentum in Estate Planning, Especially in Closely Held Businesses," Memphis Business Journal, April 13, 2007. 
  • Speaker, "Graceful Exits from Undesirable Life Insurance Ownership and Disposition Arrangements:  Making Good Use of the Exceptions to the Transfer for Value Rules," Memphis Bar Association, Wills and Probate Section, November 1, 2006.
  • Author, "Succession Planning Can Determine Fate of Family Owned Businesses," Memphis Business Journal, April 14-20, 2006.
  • Author, Exploring the Boundary of the Noerr-Pennington Doctrine in the Adjudicative Process, 34 U. Mem. L. Rev. 429 (2004).

W. Jeff

McGoff

Overview

Jeff is a member of the Business Services Group and the Healthcare Regulatory and Transactions Practice and focuses his practice on mergers and acquisitions, corporate and partnership taxation, venture capital and private equity transactions, as well as business planning and operations.

Experience

  • Counsel to international nutritional products company in a transaction whereby the equity interest of its institutional investor was redeemed, and in connection therewith, several of its European distributors were acquired.
  • Counsel to investor in a transaction involving the sale of a majority stake in a nationally-based, fast-casual restaurant franchisor.     
  • Counsel to an acquirer in connection with the purchase of manufacturing company with assets based in Honduras.
  • Counsel to an acquirer in connection with the purchase of a multiple-site retailer of heavy equipment.
  • Counsel to accounting firm with over sixty accountants in a transaction involving the sale of its assets to a publicly traded advisory firm and the transition of its personnel to the acquirer and its affiliated accounting firm.
  • Counsel to an acquirer in a reverse take-over of a publicly-traded Canadian company.
  • Counsel to a large industrial gas supplier in acquisition of carbon dioxide facility and pipeline lateral.
  • Counsel to several companies selling to private equity financial buyers in leveraged acquisitions.  Two such companies retained middle market investment banking assistance to manage auctions.  In one other such transaction, we also managed the auction itself.  Each transaction involved, among other things, the negotiation of complex, multi-year earn-out provisions.
  • Counsel to seller in a leveraged ESOP acquisition of 100% of the common stock of a large HVAC manufacturing corporation.
  • Counsel to seller in transaction involving the acquisition of a minority stake in an investment advisory firm by an ESOP.
  • Counsel to investment adviser group in connection with the private placement of securities.

Distinctions

  • Best Lawyers in America®
    • Lawyer of the Year, Mergers and Acquisitions Law (Memphis), 2020
    • Mergers and Acquisitions Law, 2013-2023
    • Tax Law, 2013-2023
  • Mid-South Super Lawyers® Rising Star, Tax, Mergers & Acquisitions, 2013-2014
  • Certified Public Accountant

Bar Admissions

  • Tennessee, 2004

Education

  • University of Florida, LL.M., Taxation, 2004
  • University of Memphis, J.D., 2003
    • University of Memphis Law Review
  • University of Memphis, M.S., Accounting, 2000
  • University of Memphis, B.B.A., Accounting, 1998

Associations

  • American Bar Association
  • Tennessee Bar Association
    • Tax Law Section
      • Chairman
  • Memphis Bar Association
  • American Institute of Certified Public Accountants

Papers, Presentations & Publications

  • Co-Author, "Venture Forth, Entrepreneurs," Memphis Daily News, November 3, 2011.
  • Author, "ESOPs Gain Momentum in Estate Planning, Especially in Closely Held Businesses," Memphis Business Journal, April 13, 2007. 
  • Speaker, "Graceful Exits from Undesirable Life Insurance Ownership and Disposition Arrangements:  Making Good Use of the Exceptions to the Transfer for Value Rules," Memphis Bar Association, Wills and Probate Section, November 1, 2006.
  • Author, "Succession Planning Can Determine Fate of Family Owned Businesses," Memphis Business Journal, April 14-20, 2006.
  • Author, Exploring the Boundary of the Noerr-Pennington Doctrine in the Adjudicative Process, 34 U. Mem. L. Rev. 429 (2004).