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Seth Proctor
Senior Associate
23rd Floor
Charlotte, NC 28202
Seth is an attorney with the firm’s Tax and Benefits Team and primarily focuses on transactional tax matters related to mergers and acquisitions, renewable energy development, and organizational structuring.
Seth’s renewable energy work focuses on project development, project finance, joint ventures, and tax credit monetization. Seth works extensively with both developers of projects eligible for renewable...
Seth is an attorney with the firm’s Tax and Benefits Team and primarily focuses on transactional tax matters related to mergers and acquisitions, renewable energy development, and organizational structuring.
Seth’s renewable energy work focuses on project development, project finance, joint ventures, and tax credit monetization. Seth works extensively with both developers of projects eligible for renewable energy tax credits under the Inflation Reduction Act as well as manufacturers of alternative fuel vehicles and producers of tax credit-eligible components to advise on structuring, compliance, and the purchase and sale of tax credits.
In addition to his renewable energy practice, Seth advises clients on federal, state, and international aspects of business transactions including mergers, acquisitions, reorganizations, capital raises, entity formation, venture capital and private equity transactions.
Seth has prior experience prosecuting federal crimes ranging from larceny to sexual assault and has researched, drafted, and argued motions before the Navy-Marine Corps Eastern, Western, and Hawaii Judicial Circuit Courts.
energy tax credits under the Inflation Reduction Act as well as manufacturers of alternative fuel vehicles and producers of tax credit-eligible components to advise on structuring, compliance, and the purchase and sale of tax credits.
In addition to his renewable energy practice, Seth advises clients on federal, state, and international aspects of business transactions including mergers, acquisitions, reorganizations, capital raises, entity formation, venture capital and private equity transactions.
Seth has prior experience prosecuting federal crimes ranging from larceny to sexual assault and has researched, drafted, and argued motions before the Navy-Marine Corps Eastern, Western, and Hawaii Judicial Circuit Courts.
Experience
- Represented a national retailer in a $490 million acquisition and development of a distribution facility, including a “built-to-suit” §1031 exchange and state and local tax exemption and incentive negotiation.
- Represented seller of over $360 million of § 45X credits in § 6418 credit transfer.
- Represented purchaser in a $230 million REIT acquisition.
- Represented private equity investor in structuring of $200 million investment and REIT formation.
- Represented private equity fund in a $100 million private REIT offering.
- Represented the developer of a utility-scale solar project in an energy community, including tax equity structuring and state and local incentives.
- Represented start up in series B financing round, including opinion on availability of tax credits under § 45W, § 45X, and §25E.
- Represented the developer of a solar powered tiny home community, including tax equity structuring for $23 million in solar credits.
- Represented solar developer in $14 million sale membership interests.
- Represented utility-scale solar developer in structuring various projects in the southeastern U.S., including tax equity investment.
- Represented seller of medical technology in a $60 million acquisition, including §1202 matters.
- Represented seller in a $90 million acquisition of travel services business.
- Represented various real estate joint ventures ranging from $20 million to $100 million of total investment, including tax structuring matters.
- Represented offshore target in domestication and merger with U.S. entity for $114 million cash consideration and additional equity rollover.
- Represented private equity purchaser of multiple medical services businesses nation-wide, including tax structuring.
- Represented seller in acquisition of data services business though §368(a)(1)(C) reorganization.
- Represented cannabis dispensary with multiple locations regarding over $20 million in potential tax liabilities as a result of § 280E before the U.S. Tax Court.
- Assisted sellers in three acquisitions ranging from $20 million to $60 million for the purpose of inadvertent S corporation election relief.
- Represented REIT in § 1031 exchange of over $30 million, the purchase of additional $91 million in properties, the issuance of new membership class, and $15 million investment in the same
- Represented donor in $5 million donation to an endowment.
- Provided opinions and tax structuring to family office in the development of solar projects and clean commercial vehicle acquisitions.
- Assisted with tax matters related to acquisition of a bank by minority owner and the formation of a private foundation associated with the same.
- Assisted with compliance and tax issues associated with the securitization of an affordable housing venture.
- Represented securitized investment business in IPO, including tax structuring and “true sale” opinion.
- Assisted with the restructuring of, and issue of new membership classes in, financial services business.
- Represented entertainment figure in structuring of investment entities and relief for inadvertent termination of S corporation election(s).
Previous Professional Experience
- Judge Advocate, United States Marine Corps (2018–2023)
Education
- Florida State University, MS, MS & BA
-
University of North Carolina School of Law,
JD
- Mildred S. Breckenridge Prize for Outstanding Performance in Tax Law
- Brown National Tax Law Scholarship Recipient
- Director, Veterans Advocacy Legal Organization
- New York University School of Law, LLM, Taxation
Admissions
- Florida
- North Carolina
Practice Areas
Industries
- Represented a national retailer in a $490 million acquisition and development of a distribution facility, including a “built-to-suit” §1031 exchange and state and local tax exemption and incentive negotiation.
- Represented seller of over $360 million of § 45X credits in § 6418 credit transfer.
- Represented purchaser in a $230 million REIT acquisition.
- Represented private equity investor in structuring of $200 million investment and REIT formation.
- Represented private equity fund in a $100 million private REIT offering.
- Represented the developer of a utility-scale solar project in an energy community, including tax equity structuring and state and local incentives.
- Represented start up in series B financing round, including opinion on availability of tax credits under § 45W, § 45X, and §25E.
- Represented the developer of a solar powered tiny home community, including tax equity structuring for $23 million in solar credits.
- Represented solar developer in $14 million sale membership interests.
- Represented utility-scale solar developer in structuring various projects in the southeastern U.S., including tax equity investment.
- Represented seller of medical technology in a $60 million acquisition, including §1202 matters.
- Represented seller in a $90 million acquisition of travel services business.
- Represented various real estate joint ventures ranging from $20 million to $100 million of total investment, including tax structuring matters.
- Represented offshore target in domestication and merger with U.S. entity for $114 million cash consideration and additional equity rollover.
- Represented private equity purchaser of multiple medical services businesses nation-wide, including tax structuring.
- Represented seller in acquisition of data services business though §368(a)(1)(C) reorganization.
- Represented cannabis dispensary with multiple locations regarding over $20 million in potential tax liabilities as a result of § 280E before the U.S. Tax Court.
- Assisted sellers in three acquisitions ranging from $20 million to $60 million for the purpose of inadvertent S corporation election relief.
- Represented REIT in § 1031 exchange of over $30 million, the purchase of additional $91 million in properties, the issuance of new membership class, and $15 million investment in the same
- Represented donor in $5 million donation to an endowment.
- Provided opinions and tax structuring to family office in the development of solar projects and clean commercial vehicle acquisitions.
- Assisted with tax matters related to acquisition of a bank by minority owner and the formation of a private foundation associated with the same.
- Assisted with compliance and tax issues associated with the securitization of an affordable housing venture.
- Represented securitized investment business in IPO, including tax structuring and “true sale” opinion.
- Assisted with the restructuring of, and issue of new membership classes in, financial services business.
- Represented entertainment figure in structuring of investment entities and relief for inadvertent termination of S corporation election(s).
Previous Professional Experience
- Judge Advocate, United States Marine Corps (2018–2023)
Media
Military
- Seth was a Judge Advocate on active duty in the U.S. Marine Corps for four years, and continues his service as a Captain in the U.S. Marine Corps Reserves.
Seth is an attorney with the firm’s Tax and Benefits Team and primarily focuses on transactional tax matters related to mergers and acquisitions, renewable energy development, and organizational structuring.
Seth’s renewable energy work focuses on project development, project finance, joint ventures, and tax credit monetization. Seth works extensively with both developers of projects eligible for renewable... energy tax credits under the Inflation Reduction Act as well as manufacturers of alternative fuel vehicles and producers of tax credit-eligible components to advise on structuring, compliance, and the purchase and sale of tax credits.
In addition to his renewable energy practice, Seth advises clients on federal, state, and international aspects of business transactions including mergers, acquisitions, reorganizations, capital raises, entity formation, venture capital and private equity transactions.
Seth has prior experience prosecuting federal crimes ranging from larceny to sexual assault and has researched, drafted, and argued motions before the Navy-Marine Corps Eastern, Western, and Hawaii Judicial Circuit Courts.
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.- Represented a national retailer in a $490 million acquisition and development of a distribution facility, including a “built-to-suit” §1031 exchange and state and local tax exemption and incentive negotiation.
- Represented seller of over $360 million of § 45X credits in § 6418 credit transfer.
- Represented purchaser in a $230 million REIT acquisition.
- Represented private equity investor in structuring of $200 million investment and REIT formation.
- Represented private equity fund in a $100 million private REIT offering.
- Represented the developer of a utility-scale solar project in an energy community, including tax equity structuring and state and local incentives.
- Represented start up in series B financing round, including opinion on availability of tax credits under § 45W, § 45X, and §25E.
- Represented the developer of a solar powered tiny home community, including tax equity structuring for $23 million in solar credits.
- Represented solar developer in $14 million sale membership interests.
- Represented utility-scale solar developer in structuring various projects in the southeastern U.S., including tax equity investment.
- Represented seller of medical technology in a $60 million acquisition, including §1202 matters.
- Represented seller in a $90 million acquisition of travel services business.
- Represented various real estate joint ventures ranging from $20 million to $100 million of total investment, including tax structuring matters.
- Represented offshore target in domestication and merger with U.S. entity for $114 million cash consideration and additional equity rollover.
- Represented private equity purchaser of multiple medical services businesses nation-wide, including tax structuring.
- Represented seller in acquisition of data services business though §368(a)(1)(C) reorganization.
- Represented cannabis dispensary with multiple locations regarding over $20 million in potential tax liabilities as a result of § 280E before the U.S. Tax Court.
- Assisted sellers in three acquisitions ranging from $20 million to $60 million for the purpose of inadvertent S corporation election relief.
- Represented REIT in § 1031 exchange of over $30 million, the purchase of additional $91 million in properties, the issuance of new membership class, and $15 million investment in the same
- Represented donor in $5 million donation to an endowment.
- Provided opinions and tax structuring to family office in the development of solar projects and clean commercial vehicle acquisitions.
- Assisted with tax matters related to acquisition of a bank by minority owner and the formation of a private foundation associated with the same.
- Assisted with compliance and tax issues associated with the securitization of an affordable housing venture.
- Represented securitized investment business in IPO, including tax structuring and “true sale” opinion.
- Assisted with the restructuring of, and issue of new membership classes in, financial services business.
- Represented entertainment figure in structuring of investment entities and relief for inadvertent termination of S corporation election(s).
Previous Professional Experience
- Judge Advocate, United States Marine Corps (2018–2023)
Education
- Florida State University, MS, MS & BA
-
University of North Carolina School of Law,
JD
- Mildred S. Breckenridge Prize for Outstanding Performance in Tax Law
- Brown National Tax Law Scholarship Recipient
- Director, Veterans Advocacy Legal Organization
- New York University School of Law, LLM, Taxation
Admissions
- Florida
- North Carolina
Practice Areas
- Trusts & Estate Planning
- Tax Controversy
- Tax Planning & Consulting
- State & Local Tax
- Private Equity
- Private Funds
- Opportunity Zones
- International Taxation
Industries
- Seth was a Judge Advocate on active duty in the U.S. Marine Corps for four years, and continues his service as a Captain in the U.S. Marine Corps Reserves.
Highlights from the Firm’s Insights
