John B. Waters

Counsel

Chicago
30 N. LaSalle Street, Suite 2800
Chicago, IL 60602
P 312.582.1685
F 312.580.1201
E jwaters@ralaw.com



John B. Waters

Counsel

Phone: 312.582.1685
Fax: 312.580.1201
Email: jwaters@ralaw.com

Mr. Waters focuses his practice on business transactions and federal and state taxation. He advises for-profit businesses in health care and other fields on business formation, equity offerings, mergers, acquisitions, sales and reorganizations with the objective of maximizing tax efficiency.

Mr. Waters advises not-for-profit organizations in obtaining and maintaining their federal and state tax exemptions and defending such exemptions on audit. Represented charities include private foundations, medical clinics, research entities and religious organizations.

In connection with his business and transactional practice, Mr. Waters provides legal counsel in connection with corporations, partnerships, limited liability companies and their operative documents including, asset purchase agreements, stock purchase agreements, membership interest purchase agreements, merger agreements, equity compensation plans, shareholder agreements, operating agreements, partnership agreements, employment agreements and nonqualified deferred compensation plans.

Mr. Waters also advises clients on both personal and business tax issues and has represented clients in audits and other tax controversies in the U.S. Tax Court and before the IRS and State of Illinois.  He has extensive experience in assisting clients with audits, tax liens and levies, trust fund recovery penalty defense, collection due process hearings, offers in compromise, installment agreements, obtaining currently not collectible status and offshore voluntary disclosures.

Representative Matters

  • Represented physicians who repurchased their practice assets from a publicly traded medical management company and formed of one of the largest medical groups in Illinois with financing in excess of $20 million
  • Represented an Illinois-based multi-specialty group practice (with over 40 physicians) valued at over $16 million in connection with the sale of its assets and imaging center subsidiary to a tax-exempt hospital
  • Represented a construction company in a $9.5 million sale of its business
  • Represented a diagnostic product manufacturer in connection with an $8.1 million stock sale
  • Represented an Illinois-based multi-specialty group practice in a $2.5 million sale of the assets of its internal medicine division to a tax-exempt hospital
  • Represented an Illinois-based oncology practice in the $1 million sale of the assets of its Geneva, Illinois practice to an Illinois-based not-for-profit corporation
  • Represented companies in connection with private placements of securities in multiple states
  • Successfully represented officers and administrative personnel in connection with proposed assessments of trust fund recovery penalties relating to payroll taxes
  • Represented clients in connection with tax free split-ups and mergers of physician and dental groups

Education

  • M.N.E., North Carolina State University
  • LL.M., DePaul University College of Law, Taxation
  • J.D., University of Idaho College of Law
    • Idaho Law Review
  • B.S., Iowa State University

Professional Affiliations

  • American Bar Association, Member of Section of Taxation
  • Illinois State Bar Association
    • Member of Section of Federal Taxation
    • Member of Section of Health Care Law

Publications

  • "Business Partnerships 2018 Edition: Chapter 1 - Formation of General and Limited Partnerships in Illinois and Income Tax Aspects" - Co-Author, Illinois Institute for Continuing Legal Education (2018)
  • "Business Partnerships 2018 Edition: Chapter 2 - Partnership Agreements" - Co-Author, Illinois Institute for Continuing Legal Education (2018)
  • "IRS Eases Safe Harbor Conditions Under Which a Contract with a Hospital Will Not Result in Private Business Use of Tax-Exempt Bond-Financed Property" (September 2016)
  • “Business Law (Illinois): LLCs and Partnerships: Chapter 4 - Formation of General and Limited Partnerships and Limited Liability Companies in the State of Illinois” - Co-Author, Illinois Institute for Continuing Legal Education
  • “Business Law (Illinois): LLCs and Partnerships: Chapter 5- Partnership Agreements” - Co-Author, Illinois Institute for Continuing Legal Education

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