Adam L. Fernandez, Associate
afernandez@wispearl.com

Practice:

Mr. Fernandez’s practice is focused on structuring and implementing business transactions and tax planning for closely held businesses and individuals. His work includes assisting clients with all legal and tax aspects of the formation and operation of various business entities, including proprietorships, partnerships, corporations, limited-liability companies and joint ventures. In addition, Mr. Fernandez has substantial experience in negotiating and completing the purchase and sale of businesses, including asset purchases and sales, stock purchases and sales, real estate purchases and sales, corporate reorganizations, and other similar arrangements. While a large  part of his practice is dedicated to assisting businesses, Mr. Fernandez also spends a fair amount of time to helping individuals minimize taxes and preserve their assets through careful estate and gift taxation planning. A Dean’s Scholar at the The Dickinson School of Law of The Pennsylvania State University, Mr. Fernandez received his undergraduate degree, Phi Beta Kappa from Gettysburg College.

Representative Matters:

Business Law

• Principal drafter of complex limited liability company operating agreement for closely-held real estate business seeking to restructure equity ownership.
• Negotiated and drafted buy-sell agreements for buyers and sellers.  Prepared accompanying legal agreements and managed transactions through to closing.
• Counseled client regarding appropriate business entity choice for start-up apparel business.  Filed paperwork to create entity and drafted appropriate organizational documents for new entity.

Tax and Estate Planning

• Centralized control and significantly reduced owners’ estate and gift tax exposure through a major reorganization of a closely held real estate business.
• Drafted individual estate planning documents for clients, taking into consideration both tax and non-tax issues to craft appropriate documents, including trusts for beneficiaries with special needs.
• Counseled clients regarding the structure and documentation of 1031 exchanges.  Documented and settled relinquished and replacement property transactions.

Estate Administration

• Handled complex estate administration matter, researched federal and state tax issues and drafted receipt and release agreements to informally settle estate.
• Prepared Petition for Adjudication and advocated on behalf of personal representative of estate before County Orphans’ Court.  Successfully obtained court approval for proposed distribution of remaining estate assets.

Tax Controversy

• Successfully negotiated with NY taxing authority for the abatement of over $30,000 of tax penalties on delinquent decedent’s final NY income tax return.  The decedent had been deceased for over 20 years and significant penalties had accrued.

Real Estate/Land Use

• Lead attorney responsible for drafting all easement and developer agreements for major big box development.  Negotiated with local municipal counsel for multiple municipalities to achieve client goals.
• Represented and advocated for real estate developer clients before local municipal boards and commissions.  Successfully gained necessary development approvals for clients.