Michael Sanders
Counsel
901 15th Street, NW
Suite 1200
Washington, D.C., 20005
Michael concentrates his practice in taxation, bringing extensive experience in matters involving partnerships, limited liability companies, S corporations, real estate, tax controversies, opportunity zone funds, and estate planning, including trusts and estates. His work also encompasses exempt organizations, with a focus on healthcare and low-income housing, as well as associations and joint ventures between for-profit...
Michael concentrates his practice in taxation, bringing extensive experience in matters involving partnerships, limited liability companies, S corporations, real estate, tax controversies, opportunity zone funds, and estate planning, including trusts and estates. His work also encompasses exempt organizations, with a focus on healthcare and low-income housing, as well as associations and joint ventures between for-profit and nonprofit entities. He is highly experienced in structuring New Markets Tax Credit (NMTC) and Historic Tax Credit (HTC) transactions and frequently serves as an expert witness in complex litigation.
In addition to his practice, Michael serves as an adjunct professor at both The George Washington University Law School and Georgetown University Law Center, where he teaches courses on Income Taxation of Partnerships and S Corporations, Tax Treatment of Charities and Other Nonprofit Organizations, and Joint Ventures Involving Tax-Exempt Entities, including those in healthcare, education, housing, and conservation.
Earlier in his career, Michael served as an attorney-adviser to the Assistant Secretary of Tax Policy in the Office of Tax Legislative Counsel and as a trial attorney with the U.S. Department of Justice through the Attorney General’s Honors Program.
In 2016, The George Washington University Law School honored Michael for his four decades of teaching and service to the institution. He is recognized by Chambers USA as a leading tax attorney.
and nonprofit entities. He is highly experienced in structuring New Markets Tax Credit (NMTC) and Historic Tax Credit (HTC) transactions and frequently serves as an expert witness in complex litigation.
In addition to his practice, Michael serves as an adjunct professor at both The George Washington University Law School and Georgetown University Law Center, where he teaches courses on Income Taxation of Partnerships and S Corporations, Tax Treatment of Charities and Other Nonprofit Organizations, and Joint Ventures Involving Tax-Exempt Entities, including those in healthcare, education, housing, and conservation.
Earlier in his career, Michael served as an attorney-adviser to the Assistant Secretary of Tax Policy in the Office of Tax Legislative Counsel and as a trial attorney with the U.S. Department of Justice through the Attorney General’s Honors Program.
In 2016, The George Washington University Law School honored Michael for his four decades of teaching and service to the institution. He is recognized by Chambers USA as a leading tax attorney.
Experience
Representative Matters
- Represented a U.S. trade association that sought advice in connection with the sale and contribution of one of its divisions to a private equity fund – a $200 million transaction. In addition, a private equity firm with a 45-year track record, made a majority investment partnering with the trade association and the existing investor. The complex structure enabled both parties to continue as investors, board members and key strategic partners. There were significant tax issues I raised during the transaction, including tax basis issues under section 752.
- Represented an entertainment LLC in two joint ventures. The first contemplated a significant investment in a to-be-formed joint venture entity that would own 100% of the fee-owner entity for federal income tax purposes (i.e. tax landlord). These buildings are part of a federal and state historic tax credit transaction that closed with the tax credit investor.
The historic tax credit structure involved:
- Master lease structure
- Prepaid rent structure, whereas the master tenant entity does not have any ownership interest in the fee-owner entity for federal income tax purposes
- Sublease structure, which is required by the lender
- The historic fund was the 99% member of the master tenant entity and is the investor for the federal and state historic tax credits.
The second transaction involves a joint venture to develop a hospitality complex which is under construction in Florida, is financed in party by opportunity zone funds and EB-5 equity and loans.
- Retained to assist a nonprofit organization in its application for IRS exemption as a 501(c)(3) educational organization. It’s focus is to provide knowledge and awareness to educate the public and public institutions throughout New York City, provide government assistance and best practices for policies to support the growth of the Italian-Americans as young professionals, along with providing programs the those interested in innovations and learning about opportunities in the United States, it will focus on providing knowledge and awareness about AI, fashion tech, life sciences, fintech, wellness, climate tech, food tech and other sectors.
- Represent the charitable parent organization in a sale of a minority interest based upon a $500 million valuation of its 100 percent owned PBC subsidiary. Including the drafting and review of the PSA along with the other closing documents, i.e., investor rights agreement, right of first refusal, option agreement, indemnification agreement, voting agreement, and issued a DC Attorney General opinion as to the validity of the transaction.
- Review and edit Gift Acceptance Policy for state university system/policy draft. Review proposed gifts to university from donors/foundations. In addition, significant time is being spent in a dispute with an artist concerning reputational damage to the Museum and failure to satisfy all AAM Museum standards, which involves the California cy-pres doctrine and the Donor’s donated funds and various pieces of art.
- Retained to provide tax advice with regard to the two step unwind of a complicated new market tax credit transaction financed with a National bank as an investor and leveraged lender which initially closed in January 2018. Overall development was valued at $17,043,000.
Publications
-
Author, “Joint Ventures Involving Tax-Exempt Organizations” (4th Ed., 2013; 2016 Supplement)
Education
- Georgetown University, LLM, Tax
- New York University School of Law, LLB
- New York University, BS, summa cum laude
Admissions
- District of Columbia
- New York
- Supreme Court of the United States
- U.S. Tax Court
- U.S. Court of Federal Claims
Practice Areas
Industries
Representative Matters
- Represented a U.S. trade association that sought advice in connection with the sale and contribution of one of its divisions to a private equity fund – a $200 million transaction. In addition, a private equity firm with a 45-year track record, made a majority investment partnering with the trade association and the existing investor. The complex structure enabled both parties to continue as investors, board members and key strategic partners. There were significant tax issues I raised during the transaction, including tax basis issues under section 752.
- Represented an entertainment LLC in two joint ventures. The first contemplated a significant investment in a to-be-formed joint venture entity that would own 100% of the fee-owner entity for federal income tax purposes (i.e. tax landlord). These buildings are part of a federal and state historic tax credit transaction that closed with the tax credit investor.
The historic tax credit structure involved:
- Master lease structure
- Prepaid rent structure, whereas the master tenant entity does not have any ownership interest in the fee-owner entity for federal income tax purposes
- Sublease structure, which is required by the lender
- The historic fund was the 99% member of the master tenant entity and is the investor for the federal and state historic tax credits.
The second transaction involves a joint venture to develop a hospitality complex which is under construction in Florida, is financed in party by opportunity zone funds and EB-5 equity and loans.
- Retained to assist a nonprofit organization in its application for IRS exemption as a 501(c)(3) educational organization. It’s focus is to provide knowledge and awareness to educate the public and public institutions throughout New York City, provide government assistance and best practices for policies to support the growth of the Italian-Americans as young professionals, along with providing programs the those interested in innovations and learning about opportunities in the United States, it will focus on providing knowledge and awareness about AI, fashion tech, life sciences, fintech, wellness, climate tech, food tech and other sectors.
- Represent the charitable parent organization in a sale of a minority interest based upon a $500 million valuation of its 100 percent owned PBC subsidiary. Including the drafting and review of the PSA along with the other closing documents, i.e., investor rights agreement, right of first refusal, option agreement, indemnification agreement, voting agreement, and issued a DC Attorney General opinion as to the validity of the transaction.
- Review and edit Gift Acceptance Policy for state university system/policy draft. Review proposed gifts to university from donors/foundations. In addition, significant time is being spent in a dispute with an artist concerning reputational damage to the Museum and failure to satisfy all AAM Museum standards, which involves the California cy-pres doctrine and the Donor’s donated funds and various pieces of art.
- Retained to provide tax advice with regard to the two step unwind of a complicated new market tax credit transaction financed with a National bank as an investor and leveraged lender which initially closed in January 2018. Overall development was valued at $17,043,000.
Publications
-
Author, “Joint Ventures Involving Tax-Exempt Organizations” (4th Ed., 2013; 2016 Supplement)
Media
Recognitions
- Recognized by Chambers USA in Tax Law
- Listed in The Best Lawyers in America® for Litigation and Controversy – Tax and Tax Law (Washington, D.C., 2006–2026)
- Recognized in Washingtonian’s Top Lawyers Hall of Fame List (2022)
- Recognized in Capital Pro Bono Honor Roll (2020–2021, 2024)
- Named a “Top 25 Opportunity Zone Influencer” by OZ Magazine (2019–2022)
- Recognized as a “Top Tax Lawyer” in Washington, D.C. by Washingtonian Magazine (2007–2009, 2011, 2014–2015)
- Recipient of the “Outstanding Attorney Award” from the Nonprofit Organizations Committee, American Bar Association Business Law Section (2014)
- Recipient of the “Light of Jerusalem Award” from the Israel Bonds Legal and Financial Division (2005)
- Listed as a “Top Ten Lawyer” and “Top Tax Lawyer” by the Washington Business Journal (2004)
Professional Activities
- American Bar Association
- American Institute of Certified Public Accountants
- District of Columbia Bar Association
- Internal Revenue Service Commissioner's Exempt Organizations Advisory Group
Community
- Board Member/Co-General Counsel, Children’s Charities Foundation
Michael concentrates his practice in taxation, bringing extensive experience in matters involving partnerships, limited liability companies, S corporations, real estate, tax controversies, opportunity zone funds, and estate planning, including trusts and estates. His work also encompasses exempt organizations, with a focus on healthcare and low-income housing, as well as associations and joint ventures between for-profit... and nonprofit entities. He is highly experienced in structuring New Markets Tax Credit (NMTC) and Historic Tax Credit (HTC) transactions and frequently serves as an expert witness in complex litigation.
In addition to his practice, Michael serves as an adjunct professor at both The George Washington University Law School and Georgetown University Law Center, where he teaches courses on Income Taxation of Partnerships and S Corporations, Tax Treatment of Charities and Other Nonprofit Organizations, and Joint Ventures Involving Tax-Exempt Entities, including those in healthcare, education, housing, and conservation.
Earlier in his career, Michael served as an attorney-adviser to the Assistant Secretary of Tax Policy in the Office of Tax Legislative Counsel and as a trial attorney with the U.S. Department of Justice through the Attorney General’s Honors Program.
In 2016, The George Washington University Law School honored Michael for his four decades of teaching and service to the institution. He is recognized by Chambers USA as a leading tax attorney.
Experience
The following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Representative Matters
- Represented a U.S. trade association that sought advice in connection with the sale and contribution of one of its divisions to a private equity fund – a $200 million transaction. In addition, a private equity firm with a 45-year track record, made a majority investment partnering with the trade association and the existing investor. The complex structure enabled both parties to continue as investors, board members and key strategic partners. There were significant tax issues I raised during the transaction, including tax basis issues under section 752.
- Represented an entertainment LLC in two joint ventures. The first contemplated a significant investment in a to-be-formed joint venture entity that would own 100% of the fee-owner entity for federal income tax purposes (i.e. tax landlord). These buildings are part of a federal and state historic tax credit transaction that closed with the tax credit investor.
The historic tax credit structure involved:
- Master lease structure
- Prepaid rent structure, whereas the master tenant entity does not have any ownership interest in the fee-owner entity for federal income tax purposes
- Sublease structure, which is required by the lender
- The historic fund was the 99% member of the master tenant entity and is the investor for the federal and state historic tax credits.
The second transaction involves a joint venture to develop a hospitality complex which is under construction in Florida, is financed in party by opportunity zone funds and EB-5 equity and loans.
- Retained to assist a nonprofit organization in its application for IRS exemption as a 501(c)(3) educational organization. It’s focus is to provide knowledge and awareness to educate the public and public institutions throughout New York City, provide government assistance and best practices for policies to support the growth of the Italian-Americans as young professionals, along with providing programs the those interested in innovations and learning about opportunities in the United States, it will focus on providing knowledge and awareness about AI, fashion tech, life sciences, fintech, wellness, climate tech, food tech and other sectors.
- Represent the charitable parent organization in a sale of a minority interest based upon a $500 million valuation of its 100 percent owned PBC subsidiary. Including the drafting and review of the PSA along with the other closing documents, i.e., investor rights agreement, right of first refusal, option agreement, indemnification agreement, voting agreement, and issued a DC Attorney General opinion as to the validity of the transaction.
- Review and edit Gift Acceptance Policy for state university system/policy draft. Review proposed gifts to university from donors/foundations. In addition, significant time is being spent in a dispute with an artist concerning reputational damage to the Museum and failure to satisfy all AAM Museum standards, which involves the California cy-pres doctrine and the Donor’s donated funds and various pieces of art.
- Retained to provide tax advice with regard to the two step unwind of a complicated new market tax credit transaction financed with a National bank as an investor and leveraged lender which initially closed in January 2018. Overall development was valued at $17,043,000.
Publications
-
Author, “Joint Ventures Involving Tax-Exempt Organizations” (4th Ed., 2013; 2016 Supplement)
Education
- Georgetown University, LLM, Tax
- New York University School of Law, LLB
- New York University, BS, summa cum laude
Admissions
- District of Columbia
- New York
- Supreme Court of the United States
- U.S. Tax Court
- U.S. Court of Federal Claims
Practice Areas
Industries
- Recognized by Chambers USA in Tax Law
- Listed in The Best Lawyers in America® for Litigation and Controversy – Tax and Tax Law (Washington, D.C., 2006–2026)
- Recognized in Washingtonian’s Top Lawyers Hall of Fame List (2022)
- Recognized in Capital Pro Bono Honor Roll (2020–2021, 2024)
- Named a “Top 25 Opportunity Zone Influencer” by OZ Magazine (2019–2022)
- Recognized as a “Top Tax Lawyer” in Washington, D.C. by Washingtonian Magazine (2007–2009, 2011, 2014–2015)
- Recipient of the “Outstanding Attorney Award” from the Nonprofit Organizations Committee, American Bar Association Business Law Section (2014)
- Recipient of the “Light of Jerusalem Award” from the Israel Bonds Legal and Financial Division (2005)
- Listed as a “Top Ten Lawyer” and “Top Tax Lawyer” by the Washington Business Journal (2004)
- American Bar Association
- American Institute of Certified Public Accountants
- District of Columbia Bar Association
- Internal Revenue Service Commissioner's Exempt Organizations Advisory Group
- Board Member/Co-General Counsel, Children’s Charities Foundation
Highlights from the Firm’s Insights
