International Society of Primerus Law Firms
Eugene W. Chianelli, Jr.
Practice Areas:

Raleigh Attorney
Eugene W. Chianelli, Jr.

Phone: 919.250.2000

Email: echianelli@smithdebnamlaw.com

Languages: English

Gene Chianelli is a tax law attorney with more than 20 years of experience assisting private and public entities with state and federal tax policy, planning, and compliance. He is a member of the North Carolina Bar Association Tax Council and currently serves as an adjunct professor at Campbell University’s Lundy-Fetterman School of Business, where he teaches advanced income taxation to law students and students enrolled in the school’s Master of Trust and Wealth Management program.

Areas of Practice:

  • Corporate & Business Law
  • Business Litigation
  • Estate Planning, Administration & Wills

Admissions:

  • North Carolina State Bar, 2006
  • United States Tax Court, 2006

Professional Affiliations:

  • North Carolina Bar Assocation – Tax Section Council, Member, 2006-present; Chair, Continuing Legal Education Committee, 2008-2011, 2012-2013; Secretary, 2011-2012; Treasurer, 2012-2013; Vice Chair, 2013-2014; Chair, 2014-2015; Chair, Nominating Committee, 2015-2016

Community Involvement:

  • March of Dimes of Eastern North Carolina, Board Member, 2017-present

Representative Cases:

North Carolina Tax Refund Litigation:

  • Tax refund litigation representing a major public utility against the North Carolina Department of Revenue
  • Size of Transaction: $30 million (amount of the North Carolina tax refunds sought)
  • Co-lead counsel in all phases. The outcome of the litigation was a favorable settlement on the eve of hearings on motions for summary judgment
  • Developed arguments on novel issues of North Carolina law using law from other states; all motions and summary judgment memoranda; all phases of discovery; strategic and substantive advice on the litigated issues; all applicable federal tax analysis; government relations advice and successfully securing a technical correction to North Carolina tax law
  • Major Tax Issues Involved: Novel North Carolina issues regarding the effect of federal adjustments on North Carolina tax; federal corporate tax issues

Split-Off of Operating Division:

  • Tax-free split-off of an operating division from a diversified international company
  • Size of Transaction: $150 million (annual revenue of the operating division), $3 billion (annual revenue of the diversified international company)
  • Lead tax counsel for the diversified international company
  • Provided tax opinion and the supporting legal memorandum; structuring advice for the transaction; advice on tax-related provisions in the transaction documents; drafting of tax-related provisions in the transaction documents; advice on pursuing a private letter ruling from the IRS
  • Major Tax Issues Involved: Qualification of the split-off under I.R.C. §§ 368(a)(1)(D) and 355, including significant issues related to each of the device, control, historic business, continuity, and business purpose requirements; whether stock containing certain rights qualified as “stock” distributable under I.R.C. § 355; potential application of the I.R.C. § 355(e) rules due to certain post-transaction stock dispositions

North Carolina Tax Assessment Litigation:

  • North Carolina tax litigation against a major professional services provider
  • Size of Transaction: $3 million (amount of North Carolina assessment against client)
  • Eugene Chianelli’s Role: Co-lead counsel in all phases.  The outcome of the litigation was a victory on summary judgment and ultimately a successful settlement
  • Eugene Chianelli’s Deliverables: Motions and summary judgment memoranda; discovery; strategic and substantive advice on the novel North Carolina tax issues being litigated
  • Major Tax Issues Involved: Novel North Carolina partnership withholding issues; federal partnership tax issues

Reorganization of Real Estate Entity Structure:

  • Reorganization of the real estate entity structure for a diversified international company
  • Size of Transaction: $300 million (approximate real estate value), $3 billion (annual revenue of the diversified international company)
  • Lead tax counsel for the diversified international company
  • Provided structuring advice for the transaction; advice on tax-related provisions in transaction documents; drafting of tax-related provisions in transaction documents.
  • Major Tax Issues Involved: Tax effects of the consolidation of lower-tier partnerships on upper-tier partnerships; tax effects of the real and technical terminations of the consolidated real estate partnerships; potential application of the partnership “disguised sale” rules

Transformation of Historic Warehouse Property into Mixed-Use Property:

  • Rehabilitation of inner city historic warehouse property into mixed-use property consisting of a 292-room hotel and 71 condominiums. Financing facility included syndication of Federal and state historic rehabilitation and Brownfields redevelopment tax credits.  The largest hotel redevelopment project in state history.
  • Size of Transaction: $66 million
  • Key member of tax advisory team
  • Provided substantial contributions to tax opinion and transactional documents
  • Major Tax Issues Involved: Project qualification for tax credits, issues surrounding syndication of credits

Sale of Operating Company:

  • Sale of a privately-held pharmaceutical services company in a leveraged buy-out
  • Size of Transaction: $60 million
  • Lead tax counsel for the sellers
  • Provided structuring advice for the transaction; advice on tax-related provisions in the transaction documents; drafting of tax-related provisions in the transaction documents; opinions and supporting memoranda on tax issues
  • Major Tax Issues Involved: Tax effect to the selling shareholders of a proposed I.R.C. § 338(h)(10) election; the treatment of target company tax attributes under I.R.C. § 382; the determination of shareholders’ stock basis; the overall tax effect of the transaction to the selling shareholders

Entity Rollup for Diversified International Company:

  • Entity restructuring involving the consolidation of over 1,000 operating and non-operating subsidiaries of the parent company
  • Size of Transaction: $275 million (annual revenue of the subsidiaries), $3 billion (annual revenue of the parent company)
  • Lead tax counsel for the diversified international company
  • Prepared tax opinion and the supporting legal memorandum; provided structuring advice for the transaction; advice on tax-related provisions in the transaction documents; drafting of tax-related provisions in the transaction documents
  • Major Tax Issues Involved: Qualification of the consolidation under I.R.C. § 368(a)(1)(A); IRS reporting and disclosure requirements related to the consolidation

Joint Venture Structuring for European-based Participant:

  • Joint venture between U.S.- and European-based participants
  • Size of Transaction: $50 million
  • Lead U.S. tax counsel for the European-based joint venture participant
  • Prepared tax opinion and the supporting legal memorandum; provided structuring advice for the transaction, including selection of the appropriate joint venture entity; advice on tax-related provisions in the transaction documents; drafting of tax-related provisions in the transaction documents
  • Major Tax Issues Involved: Whether participation in the joint venture constituted a “permanent establishment” of a U.S. trade or business by the European-based participant under Federal income tax and treaty provisions

Contact This Firm

Smith Debnam Narron Drake Saintsing & Myers, LLP

4601 Six Forks Road
Suite 400
Raleigh, NC 27609
United States

Law Firm Contact: Byron L. Saintsing

Tel: 919.250.2000

Fax: 919.250.2100

Email: bsaintsing@smithdebnamlaw.com

Website: www.smithdebnamlaw.com

Member Since: 2009

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