Jonathan R. Flora

Tel 215.864.8119
Fax 215.864.8999

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.

Jon's clients range from individuals and start-ups to closely held companies and global, public corporations, and he has handled the tax aspects of billion-dollar M&A transactions. He has represented clients across industries in disputes with the IRS and state taxing authorities.

Jon also has significant experience in the area of employee benefits and executive compensation. He negotiates, drafts, and reviews allocation and distribution strategies, including the implementation of deferred compensation, equity incentive, and option plans.

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
  • Structured the forward triangular merger of a U.S. corporation with the domestic subsidiary of a foreign parent to qualify as tax free
  • Provided tax guidance for the sale of partnership interests in various entities that collectively owned a portfolio of net leased commercial properties
  • Represented a wholesale insurance agency in New York on the tax aspects of the sale of substantially all of its assets
  • Represented a private equity sponsor on tax and structuring issues for investment in a Canadian manufacturing portfolio company
  • Represented sellers in the multi-million dollar stock sale of biotechnology company
  • Provided tax opinion for the offering of subordinated notes by a public company
  • Provided tax advice to a health insurance company on a sale to Fortune 500 health care provider
  • Structured and rendered a tax opinion under IRC Sections 367 and 368 on behalf of a target corporation and its shareholders for a tax-free reverse triangular merger involving a Canadian buyer
  • Represented a foreign company in structuring tax aspects of its corporate entrance in the U.S. wind energy market as turbine manufacturer and developer
  • Structured syndicated investments to pass-through production tax credits to investor in a limited liability company developing wind energy projects
  • Represented a property management and development company in structuring joint ventures for property development and management activities
  • Advised an individual on tax issues related to the sale of his royalty interests in a series of patents to a private equity firm

Professional Activities

American Bar Association, Tax and Business Sections

Philadelphia Bar Association, Tax Section


"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 Regs Let Taxpayers Turn off the Step Doctrine," Tax Notes, August 2003

"Beating the Hobby Loss Rule: Is it Possible to Sell Amway for Profit?" Tax Notes, February 2003

"ISOs and Section 83(b) Elections," The M&A Tax Report, October 2002

"New (Final!) Form 1099 Reporting Regs: Attorneys' Fee Regs in Drag?" Tax Notes, October 2002

"Basics of Accounting: Do the Numbers Lie?" The M&A Tax Report, September 2002

"Can Mergers Merit Tax Shelter Penalties?" The M&A Tax Report, June 2002

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