Michael Kearney Jr.

Michael J. Kearney Jr.

Partner

Michael J. Kearney Jr.

Partner

  • Overview

    Biography

    Michael Kearney is a member of the firm’s Tax Group, representing clients in connection with a wide range of tax matters. He is an experienced tax lawyer with a broad-based transactional tax practice involving corporations, partnerships and LLCs. His experience includes advising clients on domestic and cross-border mergers and acquisitions, buyouts, and joint ventures, private equity and hedge funds, real estate taxation, and restructurings and workouts.
    Tax
    Mike advises clients on federal and international tax matters. He works closely with clients including multinational corporations and private equity funds on domestic and cross-border mergers and acquisitions, joint ventures, U.S. tax withholding and reporting obligations, expatriations, and tax treaties. His experience also includes managing tax structuring and due diligence teams. He is a member of the International Fiscal Association, USA Branch (Westchester County, NY/Connecticut Region).
    Private Investment Funds
    Mike has represented middle market private equity fund sponsors and investors (U.S. taxable, tax-exempt and non-U.S. taxpayers) on tax matters associated with fund structure (domestic and offshore), formation, operations, co-investments, and secondary transactions. He also represents non-U.S. resident investors on strategic tax planning and structuring related to U.S. investments.

  • Experience
    • Experience

      Experience

      • Represented Visiting Nurse Association (VNA) in the sale of its home health and hospice operations to Amedisys, a leading national provider of home health, hospice, and personal care. 

      • Represented Connecticut-based Simione Healthcare Consultants and Pennsylvania-based BlackTree Healthcare Consulting in the execution of a strategic and equal combination to form SimiTree Healthcare Consulting and the subsequent investment by Sheridan Capital Partners. 

      • Represented ViaQuest Holdings, Ltd. (ViaQuest) as legal counsel in connection with investment in the healthcare services provider by Council Capital, a healthcare-focused private equity firm based in Nashville, Tennessee. ViaQuest, headquartered in Dublin,Ohio, is a leading provider of quality, highly-individualized and specialized cost-effective care, solutions and services focused on individuals with development disabilities; hospice care; and behavioral and mental health. All are seen as growing areas of the healthcare market. ViaQuest operates in Indiana, Ohio and Pennsylvania.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, advising on its acquisition of Agron.io, a leading wholesale agriculture platform powered by proprietary enterprise resource planning (ERP) technology that allows commercial growers to manage their purchasing and logistics in one platform. With this acquisition, announced on March 22, 2021, Agron.io Powered by GrowGeneration continues to be a one-stop destination for GrowGeneration's growing roster of commercial clients across the U.S.

      • Represented GrowGen in its acquisition of Char Coir, an RHP-certified growing medium made from the highest-grade coconut fiber available. Char Coir's line of coco products is projected to add in excess of $15 million in revenue to GrowGen in 2021. The acquisition was announced on March 15, 2021.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, in connection with its acquisition of Canopy Crop Management, an industry-leading silicic acid company that sells silicic acid-enriched fertilizers. The firm's Capital Markets + Securities Team advised GrowGen on the transaction, which was announced December 23, 2020.

      • Represented a biopharmaceutical company with respect to tax matters in its private placement common stock issuance.*

      • Represented a foreign government with respect to tax matters in its dispositions of various U.S. real estate holdings.*

      • Represented a middle market private equity fund with respect to tax matters in its leveraged buyout acquisition of a privately held apparel company.*

      • Represented a foreign multinational corporation in tax structuring and due diligence in its acquisition of a venture capital financed domestic software company.*  

      • Represented a foreign multinational corporation in tax structuring and due diligence in its acquisition of a privately held domestic cosmetics company.*  

      • Represented a global private equity fund in tax due diligence and post-acquisition tax planning in its acquisition of a privately held domestic chemical supply company.*

      • Represented a mezzanine lender on tax issues in numerous mezzanine financing transactions.*

      • Represented private equity sponsors on acquisition financing tax issues related to credit agreements, security and guarantee agreements, and inter-creditor and subordination agreements.*

      • Represented a global private equity sponsor in its leveraged buyout acquisition of a worldwide provider of training classes in business skills and information technology.*

      • Represented a privately held manufacturer of 3D digital scanning solutions for orthodontics and dentistry in a stock sale to a publicly traded corporation.*

      • Represented the U.S. subsidiary of a German publicly traded corporation in the sale of its U.S. particleboard and fiberboard operations.*

      • Represented an asset management firm in connection with numerous co-investments and secondary transactions involving both domestic and foreign private equity funds.*

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    • Professional Associations

      Professional Associations

      International Fiscal Association, U.S.A. Branch
      Westchester County, NY/Connecticut Region
  • NEWS + PRESS
    • Publications

      Publications

      "Business Structure," co-authored with Anna Jinhua Wang, J. Michael Wirvin and Jeffrey J. White, chapter published in SelectUSA’s June 2020 Investor Guide (6/17/2020)
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      "Tax Changes Could Help Fuel M&A Boom," co-authored with I. Grossman, published in Buyouts (4/12/2010)

    • Presentations

      Presentations

      "Investor Guide Webinar Mini-Series: An Overview of Common Business Structures," co-presented with J. Michael Wirvin, Jeffrey J. White and Anna Jinhua Wang, a virtual program presented by SelectUSA that featured comparisons of some common business structures used by foreign entities to conduct their U.S. operations. (8/14/2020)
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      "Connecticut: The Land of Opportunity (Zones)," co-presented with Michele L. Maresca, at the "From Soil to Solar: Land Law Development Forum" (3/11/2020)
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      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Jerome L. Garciano and Brian M. Flaherty, the final From Soil to Solar:Land Law Development Forum. (11/14/2019)
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      "Opportunity Zone Update - Understand it Benefits and Complexities," co-presented with Brian M. Flaherty and Jerome L. Garciano, as part of Robinson+Cole's From Soil to Solar: Land Law Development Forum series. (11/13-14/2019)
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      "Distressed Debt, Restructurings and Workouts: A 2018 Outlook," webcast sponsored by the Knowledge Group (12/5/2017)

      "Recent Regulatory Updates in Distressed Debt and Restructurings: What Lies Ahead in 2017," webcast sponsored by The Knowledge Group (10/7/2016)

      "Tax and Regulatory Concerns for U.S. Distressed Investments," presented during the 9th Annual Private Equity Tax & Compliance Practices Conference, sponsored by the Institute for International Research in Boston, Massachusetts (June 2010)

    • News

      R+C in the News

      • May 21, 2021

        Transactional Health Law Team Represents Visiting Nurse Association and BlackTree/Simione in Recent Deals

        • » more info
      • March 31, 2021

        Capital Markets and Securities Team Represents GrowGeneration Corp. in Recent Acquisitions

        • » more info
      • March 29, 2021

        Transactional Health Law Team Represents ViaQuest in Significant Investment Agreement

        • » more info
      • February 11, 2021

        Capital Markets and Securities Team Represents GrowGeneration Corp. in Significant Transactions

        • » more info
      • June 19, 2020

        Anna Wang, Jeff White, Mike Wirvin, and Michael Kearney Author Business Structure Chapter of SelectUSA’s Investor Guide

        • » more info
        • View article
      • August 22, 2018

        We Are Pleased to Welcome Michael J. Kearney, Jr. to our Tax Group

      R+C News Releases

      • August 23, 2018

        Robinson+Cole Welcomes New Tax Partner

        • » more info
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    • Legal Updates/Newsletters

      Legal Updates/Newsletters

      "Poison Pills, NOL Poison Pills and the COVID-19 Pandemic" co-authored with Eric M. Kogan, Leslie J. Levinson and Anna Jinhua Wang (4/20/20)

      "Deferring Capital Gains Taxes – Opportunity Zone Investments" (10/31/2018)