Clark Hill Thorp Reed lawyers exemplify the firm’s commitment to hard work, high ethical standards and dedication to client service. Our attorneys practice in diverse areas of law, and combine a multidisciplinary approach to solving legal problems. The bottom line: Clients of Clark Hill Thorp Reed benefit from attorneys whose expertise and commitment deliver effective client outcomes and superior legal service.
James K. Goldberg is Co-Leader of the firm’s Corporate / Mergers and Acquisitions practice group and a member of the Executive Committee of the firm.
Jim has experience serving individuals and corporate clients, including both for-profit and non-profit entities, as well as established middle market companies and emerging growth companies. Jim regularly acts as outside general counsel for clients, and provides counsel to clients with respect to mergers, acquisitions and divestitures, corporate reorganizations, financing transactions (debt and equity), joint ventures (domestic and international) and real estate acquisitions, sales and leasing. He also counsels boards of directors on strategic issues and corporate governance matters. Jim has also represented individuals in a wide array of business matters, including executive employment agreements, stock redemptions, executive compensation arrangements and severance agreements. Jim also counsels clients in the areas of ERISA and employee benefits law, general tax, and in many facets of estate and succession planning and estate administration.
Prior to joining Clark Hill Thorp Reed, Jim served as an estate tax attorney for the Internal Revenue Service.
Education
- J.D., University of Pittsburgh School of Law, 1971
- B.S., Business Administration, Lehigh University, 1967
Professional / Civic Activities
- Member of the Finance Committee, United Jewish Federation
- Member of the Board of Directors, Hebrew Free Loan Association
- Member of the Board of Directors of numerous private companies, including Genco Distribution System, Inc., Hussey Copper Ltd., and National HVAC
- Former member of the Board of Directors and Audit Committee, Jewish Healthcare Foundation
Bar / Court Admissions
- Commonwealth of Pennsylvania
- U.S. Tax Court
- Member, American Bar Association
- Member, Pennsylvania Bar Association
- Member, Allegheny County Bar Association
Publications / Presentations
- “New Rules for ’Deferred Compensation:’ What’s Covered and What’s Not?” Communiqué, March 2005.
- “Compensation and Benefit Client Alert: Involuntary Distributions and Automatic Rollover Requirements for Distributions Made On or After March 28, 2005,”Communiqué, March 2005.
General Corporate Counsel
- Corporate counsel to several privately-held distribution and manufacturing companies, providing lead counsel and coordinating legal counsel on a wide array of matters, including corporate matters and operations, corporate governance, business planning and financial transactions, financing, intellectual property consulting, bankruptcy and creditor rights, labor and employment matters including union organization, and insurance and tax matters.
- Legal counsel to large regional accounting firm in general corporate representation and structuring with respect to establishment of separate operating divisions, general acquisitions, employment matters, risk management and oversight of litigation matters.
- Assist clients with general corporate matters including the drafting, negotiation and review of contracts to the formation and governance of business entities such as corporations, limited partnerships and limited liability companies.
- Represent many business owners, corporations and partnerships in tax matters ranging from acquisitions and leasing, to major real estate acquisitions and financings.
Mergers and Acquisitions
- Counsel with respect to all employee benefit matters in numerous acquisitions by a large retail client.
- Counsel to a heating and air conditioning service provider, as the purchaser in multiple acquisitions of other similar providers.
- Counsel with respect to the sale of assets of a middle market distributor.
- Representation of technology start-up companies with respect to acquisitions of intellectual property and counsel to the board of directors and shareholders thereof with respect to development plans.
- Counsel with respect to numerous acquisitions, by a manufacturing client, of synergistic operations.
- Counsel in numerous management buyout transactions.
- Lead counsel with respect to numerous bank financings and/or restructurings.
Employee Benefits
- Performed due diligence on numerous transactions for a wide variety of clients, focusing on executive employment agreements, options plans and potential excess parachute payments, in addition to rank-and-file benefit plans and programs.
- Negotiated the employee benefit terms and conditions of purchase and sale agreements for numerous transactions.
- Provided day-to-day employee benefit consulting on wide variety of qualified plan issues (both 401(k) and defined benefit plans) for major retailer.
- Prepared amended and restated plan documents for numerous clients and obtained favorable determination letters from the IRS.
Estate Planning
- Representation of owners of closely-held businesses, corporate executives, professionals, and other individuals (of widely varying levels of net worth)in designing appropriate wealth accumulation and transfer plans.
- Creation and maintenance of Family Limited Partnerships and LLCs.
- Counseling of high net worth families regarding issues associated with multi-generational wealth transfers.
- Creation of special needs trusts.
Business Succession Planning
- Representation of business owners in designing business succession plans.
- Significant experience in counseling business owners as they grapple with the difficult and often conflicting issues and desires that arise when trying to pass businesses to future generations.
- Sales and gifts of family business interests.
- Buy-sell planning in the family business context.
Real Estate
- Representation of developers in joint ventures and real estate limited partnerships.
- Representation of numerous clients in leases and mortgage financings.
- Counsel with respect to the sale and leasing of commercial properties.
Financial and Business Transactions
- Represented numerous senior executives with respect to the negotiation of employment agreements, executive compensation agreements and severance arrangements.
- Represent borrowers in negotiation and documentation of credit facilities.
Corporate and Securities Law
- Numerous proxy solicitations on behalf of issuers and shareholders of privately-held companies.
- Numerous private placements of securities and other venture financings on behalf of issuers.
Healthcare/Physician Groups
- Represented numerous physician practice groups in general contracts, acquisitions and investments.
- Represented shareholders of large physician practices in numerous personal and corporate financial matters.
March 31, 2005
A new Section 409A of the Internal Revenue Code of 1986 (“Code”), as amended, was added by the American Jobs Creation Act of 2004, requiring “deferred compensation plans” to now comply with new distribution, election and funding rules. Preliminary Internal Revenue Service (“IRS” or “Service”) Guidance, in Notice 2005-1 (“Notice”), clarifies certain issues and provides transition relief.
March 9, 2005
The automatic rollover provisions were added to the Internal Revenue Code of 1986 (Code), as amended at Code Section 401(a)(31)(B) by the Economic Growth and Tax Relief Reconciliation Act of 2001. The automatic rollover requirements apply to all tax-qualified plans under 401(a) of the Code, 403(b) plans, governmental 457(b) plans and church plans.
