Jeremy A. Hayden

Member
Cincinnati
T 513.651.6912
F 513.651.6981
3300 Great American Tower
301 East Fourth Street
Cincinnati, Ohio 45202

Jeremy focuses his practice in the areas of corporate law, tax law, and estate planning. He is licensed to practice in Ohio, Kentucky, and before the U.S. Tax Court.

In his corporate law practice, Jeremy acts as outside legal counsel to businesses ranging from start-up ventures to multinational entities and he frequently advises owners, directors, and corporate officers of these businesses on issues involving entity selection, business formation and capitalization, shareholder agreements, buy-sell agreements, mergers, acquisitions, joint ventures, real estate and leasing agreements, contract negotiation, and licensing.

In his tax practice, Jeremy advises individuals and businesses on various local, state, federal, and international tax issues and regularly represents clients on these issues before the Internal Revenue Service and state taxing authorities.

In his estate planning practice, advises clients on the use of wills and trusts for tax and non-tax purposes, asset protection, family business succession, and charitable gifts.

Experience

Lead counsel on numerous private equity placements, mergers, stock and asset acquisitions, convertible debt issuances, and other private equity transactions.

Designed personalized succession, estate, and charitable planning techniques for individuals and family and privately-owned businesses.

Assisted the Ohio Department of Taxation with drafting of guidance for the "agency exemption" as it relates to general contractors under the Ohio Commercial Activity Tax.

Outside legal counsel for numerous small and mid-sized privately owned businesses.

Successfully defended corporate officer in "responsible person" case brought by the Ohio Department of Taxation due to Corporation's failure to file and pay sales tax.

Lead counsel for an Italian Manufacturing company multiple cross-border acquisition of subsidiaries in the U.S, UK, Australia and Canada from a publicly traded UK company.

Experienced in obtaining private letter rulings from the IRS.

Structured multi-state tax planning initiatives and resolved compliance audits related to nexus and other constitutional limitations on state imposed taxes.

Negotiated franchise purchases on behalf of franchisees and resolved franchisee disputes with franchisors.

Represented companies and owners in business divorces / separations.

Advised multinational corporate borrower on international tax issues involved with $170M credit facility.

Negotiated sophisticated contracts for application in the U.S. and abroad, including joint venture agreements, software licenses, and reseller agreements.

Primary counsel to the largest independent, locally owned home health care provider in the Greater Cincinnati area.

Highlights & Recognitions

  • The Best Lawyers in America®, 2014, 2015
  • Young Professional Award Winner, University of Kentucky College of Law Alumni Association, recognizes graduates who have distinguished themselves by contributions to the practice of law and their communities, 2009
  • 40 Under Forty, Cincinnati Business Courier, 2006
  • Selected for inclusion in Ohio Super Lawyers Rising Stars®, 2005, 2006, 2009-2011, 2012
  • Leadership Northern Kentucky, Vice President, 2004-2005

Memberships & Affiliations

  • Northern Kentucky Bar Association, Business and Taxation Section, Co-Chair
  • Southwestern Ohio Tax Institute, Committee Member
  • Cincinnati Bar Association No Brown Bag Presentation Series, Committee Member
  • Cincinnati Bar Association Core Tax Planning Seminar, Committee Member
  • Northern Kentucky Bar Association, Treasurer

Civic & Charitable Organizations

  • Committee Member, 2010-Current, Northern Kentucky Chamber Emerging 30 Business Awards
  • Our Children Achieve Luncheon Fundraiser, Co-Chair, 2009-2010
  • New Perceptions, Inc., promotes the welfare of children and adults with mental retardation or developmental disabilities, Co-Chair, 2009-2010
  • Fine Arts Fund 2008 Campaign, Major Firms Campaign Solicitor, 2008
  • United Way Campaign Cabinet, Division Leader, 2008
  • Welcome House of NKY, provides a continuum of quality services for individuals and families who are either homeless or at risk of becoming homeless, Board Member, 2007-Present
  • Northern Kentucky Chamber Executive Roundtable, Member, 2006-Present
  • NKU Family Business Center, Advisory Board Member, 2006-2007
  • Northern Kentucky Workforce Investment Board, Region 1 group acts as a catalyst for workforce development initiatives, Board Member, 2006-2007
  • Roebling Murals Merchandising Project, Legacy Group, Co-Chair, 2006
  • Diocesan Children’s Home, Finance Committee Member, 2006
  • Williams College of Business at Xavier University, Mentor, 2005-Present
  • Opening Doors Event held on August 5, 2005 by Leadership Northern Kentucky for the benefit of Redwood Rehabilitation Center ,raised over $37,000.00), Co-Chair, 2005
  • Cincinnati Real Estate Club, organization of 130+ professionals involved in the Greater Cincinnati commercial real estate market, Founding Board Member and General Counsel, 2004-2007
  • The Southbank Fund, promoted riverfront development by funding home ownership in disadvantaged census tracts, Board Member and General Counsel, 2004-2006

Non-FBT Publications and Events

Presentations Section:

    • Tax-Advantaged Educational Saving Opportunities.
      January 29, 2002; Cincinnati Bar Association Section of Taxation.
    • Application of the Passive Activity Loss Rules to LLCs.
      April 30, 2002; Cincinnati Bar Association Section of Taxation.
    • Legal Considerations for the Small Business Owner.
      Northern Kentucky University Small Business Development Center (multiple presentations from 2002-2005).
    • A Practical Overview of the Regulation and Registration of Tax Shelters.
      April 29, 2003; Cincinnati Bar Association Section of Taxation.
    • Tax Law Changes and Planning Opportunities under JGTRRA.
      September 4, 2003; Northern Kentucky Bar Association Section of Taxation;
      October 4, 2003; CPE seminar attended by over 60 Certified Public Accountants;
      December 5, 2003; Southwestern Ohio Tax Institute.
    • 2004 Update on Pass-through Entities.
      December 4, 2004; Southwestern Ohio Tax Institute.
    • Kentucky Tax Modernization (co-presented with Mark Trish - Kentucky Tax
      Commissioner). 
      December 3, 2005; Cincinnati Bar Association 46th Annual Southwestern Ohio
      Tax Institute.
    • Successfully Starting Up and Advising a Small to Mid-Sized Business.
      2005-2008; Cincinnati Bar Association New Lawyers’ Training.
    • Ohio Commercial Activity Tax.  
      June 9, 2006; Southwestern Ohio Land Title Association.
    • Update on Constitutional Nexus and Other Federal Limitations on State and Local Taxation. 
      December 2, 2006; Southwestern Ohio Tax Institute.
    • Ohio and Kentucky State Tax Law Changes.
      February 27, 2007; Cincinnati Bar Association; and March 18, 2008;
      Northern Kentucky Bar Association Section of Taxation.
    • Ohio State and Local Taxes (co-presented with Mary Jo Dolson).
      February 2008; Cincinnati Bar Association Core Tax Topics and Updates Seminar.
    • Choosing the Right Estate Plan. 
      July 10, 2008; Cincinnati Bar Association Corporate Counsel Section Meeting.
    • Worker Classification Tax Issues:  Employee versus Independent Contractor. 
      March 2008; Horizon Payroll Presentations at Country Club of the North in Dayton, Ohio (over 150 attendees).
    • Ohio Sales and Use Taxes (co-presented with Steve Nechemias). ­
      August 21, 2008; Lorman Seminars.
    • Business Divorces:  How to Avoid Them and What to Do if You Can’t (co-presented with Brian Dunham of Hemmer Pangburn DeFrank).
      September 3, 2009;  Kentucky Bar Association Annual Law Update (Covington location).
    • Contractual Protections (co-presented with Jason P. Muncy and Tara Hogan Charles of The Procter & Gamble Co. Legal Department).
      November 12, 2009; Cincinnati Bar Association Corporate Law Update, Corporate Counsel Section.
    • Municipal Income Taxation of Executive Compensation (co-presented with Lee Stautberg of Dinsmore & Shohl and Javan Kline of Frost Brown Todd LLC).
      January 29, 2010; Ohio Tax Conference in Columbus, Ohio sponsored by the Ohio Chamber of Commerce and the Ohio Department of Taxation (the nation's largest business tax conference attended by nearly 800 tax professionals).
    • The State of Mergers and Acquisitions.
      (January 12, 2011) Cincinnati Chapter of the Association for Corporate Growth (ACG). The panel also featured Bill Watkins, Group Head, Business Development at Harris Williams & Co., and Keith Moran of leader of Ernst & Young’s Transaction Advisory Services practice in the Ohio Valley.
    • State and Local Tax Aspects of Mergers and Acquisitions (co-presented with Javan Kline of Frost Brown Todd LLC and Cary Hines, Tax Director Cincinnati Office, and Terri L. Worthington. Senior Managing Consultant, BKD LLP).
      January 27, 2011; Ohio Tax Conference in Columbus, Ohio sponsored by the Ohio Chamber of Commerce and the Ohio Department of Taxation (the nation's largest business tax conference attended by nearly 800 tax professionals).
    • Business Development – How it can make your Career More Fulfilling.
      March 17, 2011; Presentation to Cincinnati and Northern Kentucky Offices of SS&G (one of the nation’s largest independent accounting and business consulting firms).
    • Ohio Sales and Use Tax (co-presented with Javan Kline of Frost Brown Todd LLC and Stephen M. Nechemias and J. Donald Mottley of Taft Stettinius & Hollister LLP.
      May 17, 2011; Lorman Seminar in Cincinnati, Ohio.
    • Demystifying Private Equity (co-presented with Brian Berning of SS&G CPAs, Gene Conese of Gridiron Capital, LLC, Matthew Eilers of Central Bank and Jay Lucas of the Lucas Group); moderated by Jamie Smith, publisher of the Business Courier.
      May 25, 2011; this seminar was part of the Frost Brown Todd Business on the Move Presentation Series.
    • Buy-Sell Agreements.
      October 28, 2011; presentation to   National Association of Insurance and Financial Advisors (NAIFA).
    • The State of Mergers and Acquisitions.
      (January 11, 2012), Cincinnati Chapter of the Association for Corporate Growth (ACG). The panel also featured Bill Watkins, Group Head, Business Development at Harris Williams & Co., and Richard Greco, Partner and the Director of Transaction Tax Services at Ernst & Young LLP.
    • State and Local Tax Aspects of Mergers and Acquisitions (co-presented with Javan Kline of Frost Brown Todd LLC and Cary Hines, Tax Director Cincinnati Office).
      January 24, 2012; Ohio Tax Conference in Columbus, Ohio sponsored by the Ohio Chamber of Commerce and the Ohio Department of Taxation (the nation's largest business tax conference).
    • Contract Drafting and Negotiation.
      April 12, 2012; presented to Chase Law School for Professor Adrienne Noble Nacev’s Legal Writing and Drafting class.
    • Mergers and Acquisitions Roundtable.
      (January 9, 2013), Cincinnati Chapter of the Association for Corporate Growth (ACG). The panel also featured Bill Watkins, Group Head, Business Development at Harris Williams & Co., and Keith Moran, Partner and the Director of Transaction Tax Services at Ernst & Young LLP.
    • State and Local Tax Aspects of Mergers and Acquisitions (co-presented with Sam Graber of Frost Brown Todd LLC and Cary Hines, Tax Director Cincinnati Office).
      January 29, 2013; Ohio Tax Conference in Columbus, Ohio sponsored by the Ohio Chamber of Commerce and the Ohio Department of Taxation (the nation's largest business tax conference).
    • Ohio Commercial Activity Tax, co-author with Joseph Stewart-Pirone, Checkpoint Catalyst, Thomson Reuters Tax & Accounting, September 2014.

Other Contact Info

Assistant

Becky Schorr
Email
T 513.651.6858
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