Experience

Kirk H. O’Ferrall advises clients on issues involving taxation, employee benefits and executive compensation, and corporate law. With 30 years of practice, Kirk has extensive experience counseling domestic and international corporations, partnerships, limited liability companies, not-for profit entities, and individuals. He brings a pragmatic approach to solving complex problems.

In the area of taxation, Kirk regularly advises small and large businesses in structuring new ventures and conducting transactions in a tax-efficient manner. He represents clients in administrative proceedings and litigation with the Internal Revenue Service and state tax authorities and before the United States Tax Court. Representative recent matters include:

• Advising a large foreign manufacturing company in structuring acquisitions/joint ventures in the United States.
• Advising a family office regarding private equity transactions.
• Assisting U.S. taxpayers with Voluntary Offshore Compliance Program filings to report previously unreported foreign income and accounts.
• Providing advice to domestic and foreign clients regarding structuring tax-free like-kind exchanges of property.
• Representing clients in residency audits by New York State and Connecticut.

Kirk’s employee beneffits and executive compensation practice includes advising clients on creating and administering qualified retirement plans, nonqualified deferred compensation plans and equity-based incentive programs. He has extensive experience designing and implementing partnership profits interest plans. He assists clients with submissions under the Internal Revenue Service voluntary compliance program to correct qualified retirement plan document and operational failures. Recent representations include:

• Structuring partnership profits interest programs for a technology company and a manufacturing company.
• Advising a large foreign-based household products company regarding employee benefitmatters in a spin-off transaction.
• Creating a performance-based incentive compensation program for a pharmaceutical company.
• Advising a leading health care resources company in structuring executive equity-based compensation plans.

Not-for-profit organizations have long been a focus of Kirk’s practice. He is involved in all aspects of advising charitable and other not-for-profit entities, from formation and obtaining initial income tax exemptions, to operational issues such as unrelated business income tax, employee compensation, charitable contributions, tax-exempt bond issuances, and compliance with IRS filing and reporting requirements. Recent activities include:

• Advising a foreign food distribution company on establishing a U.S. foundation to address global hunger issues.
• Providing a world-renowned educational institution with advice regarding employee incentive compensation programs and unrelated business income tax matters.
• Assistance in structuring complex charitable gifts.

Kirk also assists clients with an array of corporate matters, including formation of start-up businesses, drafting partnership and limited liability company agreements and shareholder agreements, preparing and negotiating employment contracts and separation agreements, and corporate transactions. Recent transactions include:

• Sale of a leading United States distributor of Sisal twine by a Brazilian owner to an Israeli purchaser.
• Formation of a United States fundraising structure for a start-up company in India engaging in commercial lending and other financial services and advising the company through its early growth stages.
• Advising the majority owner of a closely-held consulting firm regarding a proposed buy-out by a competitor.
• Assisting an investment advisory company with restructuring its capital structure and establishing an equity-based compensation program for its key employees.

Professional History

Prior to joining Zeisler PLLC as a partner in February 2015, Kirk was a partner (August 1998 – January 2014) and associate (January 1987 – July 1998) with Satterlee Stephens Burke & Burke LLP.

Education

Kirk earned his undergraduate degree (B.A., 1980) in Political Science and History, and his law degree from Georgetown University Law Center (J.D., 1984, M.L.T., 1985) where he was a legal research and writing instructor and an editorial board member and graduate student advisor to The Tax Lawyer law review.

Professional Activities, Memberships

• Lead Articles Editor, The Tax Lawyer, 1994-Present
• Adjunct Faculty Member, New York University School of Continuing Education, 2002-2004
• Board of Directors, IRIS (USA) Foundation, 2013-2015
• Manager, DMI Capital LLC, 2010-Present
• American Bar Association, Section of Taxation
• New York State Bar Association, Section of Taxation