Michael Tomberg, JD, LLM
OF COUNSELCONTACT
Suite 1100
Dallas, Texas 75206
Michael Tomberg, JD, LLM
Michael’s practice focuses on employee benefits, tax controversy, and structuring and drafting cash and equity-based executive compensation arrangements. His personalized approach ensures the particular needs of his publicly-traded or closely-held clients are met, including but not limited to: employment agreements, change of control agreements, stock options, stock appreciation rights, restricted stock, and phantom stock.
Michael has extensive experience assisting clients with the complexities of deferred compensation, including the intricacies of Section 409A of the Internal Revenue Code. He tailors arrangements to meet the specialized needs of employers with respect to their highly-paid and key employees. Michael has a wide range of experience with respect to benefit plans, ensuring compliance with federal tax laws, ERISA, COBRA, HIPAA and PPACA. He regularly represents clients before the IRS and the U.S. Tax Court to dispute and reduce proposed and assessed tax increases determined by the IRS. In addition, he negotiates offers of compromise with the IRS in order to reduce assessed tax liabilities.
Outside of the office, Michael enjoys spending time with his wife and five children. As a family, they like outdoor activities, such as riding bikes and going to theme parks.
Experience – Representative Matters
- Structured and drafted executive compensation arrangements to meet specific client needs (including phantom stocks, stock options, stock appreciation rights, restricted stock and omnibus stock plans). Has deep experience assisting clients with compliance to Section 409A and Section 457(f) of the Internal Revenue Code
- Designed, drafted, and negotiated employment, consulting and change of control agreements with respect to executives and key employees, ensuring compliance with the complexities of deferred compensation and Section 409A of the Internal Revenue Code
- Advised clients on the administration of employee benefit plans including compliance with federal tax laws, ERISA, COBRA, Patient Protection and Affordable Care Act of 2010, and HIPAA. Advised clients with regard to state laws for all employee benefits matters, including distributions, filings, qualified domestic relations orders, and fiduciary duties in plan administration, reorganizations and terminations.
- Represented clients before the IRS and the U.S. Tax Court with federal tax controversy matters (including successful negotiations with respect to offers of compromise with the IRS).
- Acted as lead benefits counsel for a private equity firm in its proposal to acquire a formerly large mobile phone company’s CDMA and LTE to access assets out of bankruptcy.
- Represented a private equity firm in its acquisition of assets from the world’s leading producer of polyurethane foam-based solutions and specialty comfort products, out of bankruptcy
- Acted as lead benefits counsel for a Canadian pension fund and a Government of Singapore sovereign wealth fund in the acquisition of approximately 20% of the common stock of a regulated electric distribution and transmission business that operates the largest electric distribution and transmission system in Texas for approximately $1.25 billion.
- Acted as lead benefits counsel for the ad hoc committee of bondholders in a $1.2 billion recapitalization transaction of a leading forest products company (this transaction involved several material benefits issues and was a finalist for the Distressed Financing Deal of the Year Award at the M&A Advisor Middle Market Financing Awards).
- Acted as lead benefits counsel for private equity firms in their proposal to acquire one of the largest copper producers in the United States, out of bankruptcy
- Acted as lead benefits counsel for one of the world’s largest financial institutions in its purchase of a leading auto financing company for $636 million.
- Acted as lead benefits counsel for a proposal to acquire substantially all the assets of one of the largest contributing employers of one of the most underfunded multiemployer pension plans in the United States.
Education & Prior Experience
- New York University School of Law, LL.M. in Taxation, 1999
- St. Thomas University School of Law, J.D., magna cum laude, 1998
- Nova Southeastern University, 1992
- Cox & Smith Incorporated, Tax Associate, 1999-2000
- Bracewell LLP, Partner, 2000-2011
Professional Licenses
- Member, State Bar of Texas
- Member, The Florida Bar
- Member, United States Tax Court Bar
- Member, United States District Court – Middle District of Florida Bar