Jonathan R. Flora


Jonathan R. Flora has more than 20 years of experience advising public and private companies on tax planning, structuring, and compliance matters. He is particularly known for his skill in guiding clients on the tax considerations involved in corporate structures, partnerships, and business transactions—including mergers and acquisitions, joint ventures, divestitures, investment transactions, private offerings, licensing issues, and reorganizations.

Jon provides tax counsel for private equity fund formation and advises on the structure and sale of portfolio companies and tax-efficient rollovers. He counsels emerging companies on the tax advantages of entity and capitalization options, represents foreign companies on in-bound tax planning, and guides exempt organizations through structuring, affiliation, operating and compliance issues.


Representative Matters

  • Represented a private equity sponsor on tax structure for funds, portfolio investments, and participation of exempt and foreign investors through blocker entities.
  • Represented a real estate investment trust in the sale of numerous office properties in various U.S. states
  • Represented a specialty lender and newly created affiliates on the tax aspects of the negotiation and documentation of a $100 million credit facility, which enabled the lender to establish and fund an asset-based lending program

Professional Highlights

Professional Activities

American Bar Association, Tax and Business Sections

Philadelphia Bar Association, Tax Section

Recognition & Accomplishments

The Best Lawyers in America, Tax Law (Philadelphia), 2022-2024


"Venture Capital, Meet Capital Shift," The M&A Tax Report, February 2008

"When a Warrant Morphs Into a Partnership Interest," Tax Notes, Oct. 2006

"How Escrowed Stock Impacts Continuity of Interest: The Continuing Saga," The M&A Tax Report, June 2005



New York University (LL.M. 2001)

University of California, Davis (M.A. 1994)

University of Maryland School of Law (J.D. 1989)
Member, Order of the Coif

Towson University (B.S., summa cum laude, 1985)




District of Columbia

New York

U.S. Tax Court

U.S. District Court for the Central District of California

U.S. District Court for the Southern District of California