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Stephen A. Sherman

Counsel to the Firm, Louisville

Stephen serves as Counsel to the Firm in Stoll Keenon Ogden's Louisville office and has been with the firm since 2008. He is a member of the Tax practice as well as the Business Services practice with a focus on Healthcare.

While being involved in all aspects local, state and federal tax practice, Stephen has expertise in complex tax planning, audit defense, tax controversies and has represented clients before the state revenue agencies, the IRS, and state and federal courts. 

Stephen aids his clients in addressing matters concerning corporate and personal income tax, wage assessments, excise tax and property tax.  Stephen has significant experience in tax-motivated transactional matters and the negotiation and implementation of tax incentives including like-kind exchanges, corporate income tax credits, property tax abatements, New Markets Tax Credit program, and Historic Rehabilitation Tax Credit programs.

From a healthcare perspective, Stephen represents a wide variety of providers in regulatory, compliance, employment and general business matters - including contract negotiations, practice sales, acquisitions, mergers and separations.

Stephen supports his clients by applying for and challenging Kentucky Certificates of Need and other licensure requirements for healthcare providers and advises clients with regard to compliance of state and federal laws including Stark Law, Anti-Kickback Statute, and False Claims Act.

Stephen is a member of the Louisville Bar Association and the Kentucky Bar Association and the American Bar. 

Education
University of Florida Fredric G. Levin College of Law
2008, LL.M.
Ave Maria School of Law
2007, J.D.
University of Notre Dame
2004, B.A.
Admissions
Kentucky
U.S. Court of Federal Claims
U.S. District Court, Eastern District of Kentucky
U.S. District Court, Western District of Kentucky
United States Tax Court

Affiliations

  • Louisville Bar Association, Leadership Academy, 2012
  • Louisville Bar Association, Taxation Section, chair, 2011
  • American Bar Association
  • Kentucky Bar Association
  • Board of Directors of Community Catholic Center, Inc., member, 2009-present
  • Knights of Columbus, member
  • Hosparus of Louisville, volunteer
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Work Highlights

Reorganization, Refinancing and Acquisition of Major Healthcare Entity

Stoll Keenon Ogden represented a major healthcare services entity, its affiliated upstream and sister companies, its owners and its founding management team in comprehensive reorganization, refinancing and acquisition transactions totaling more than $300 million. The matters resulted in the closing of a senior secured term loan and  revolving credit facilities secured by owned senior care facilities in four states with a 9-member syndicate of commercial banks; the requisition of waivers, consents and estoppels from various property lessors on leased senior care facilities in four states; restructuring of upstream holding companies and combination of two upstream ownership groups and boards of managers; the creation of a management company; the introduction of healthcare facility management agreements; the migration of payroll and benefits for more than 7,000 employees; the related restructuring of multiple lease and debt financing and supplier relationships;  the creation and reorganization of multiple SPE organizations accompanied by extensive non-consolidation analysis and issuance of a substantive non-consolidation opinion to the lending syndicate; the exercise of purchase option and acquisition of multiple senior care facilities; the contribution of additional equity capital from the client’s majority owners; and the amendment and restructuring of multiple Master Lease and inter-creditor agreements.

Local Hotel Taxes

Successfully defended online travel companies in litigation by three local governments seeking to collect local hotel taxes. Louisville/Jefferson County Metro Govt., Lexington-Fayette Urban County Govt., et al. v. Hotels.com, L.P., et al., 590 F.3d 381 (6th Cir., 2009).

Related Practices: Tax, Class Action

Utility Gross Receipts License Tax

Successfully represented a provider of utility services in an appeal of a utility gross receipts license tax assessment that reduced their liability by $2.5 million.

Related Practices: Tax

Planning

Advised client with respect to like-kind exchanges of multiple properties under Section 1031 of the Internal Revenue Code involving exchange proceeds in excess of $17 million.

Related Practices: Tax

Purchase of Gas/Food Marts

Represented an oil company in the purchase of the assets and business of six gas and food mart locations. 

News Publications Seminars
Lowering the FBAR, Mar. 20, 2018
“Tax Incentives for Manufacturers”, Kentucky Association of Manufacturers Business Briefing, Apr. 13, 2016
“Special Report: State Tax Issues Related to IRC 385 Regulations and State Tax Haven Legislation,” Council on State Taxation, Mid-West Regional State Tax Seminar, Oct. 28, 2016
“Kentucky State Tax Incentives,” Stock Yards Bank & Trust Company, Apr. 21, 2016
“Sales and Use Tax in Kentucky,” National Business Institute, Nov. 20, 2015
“Like-Kind Exchanges,” University of Louisville Grief Institute, Dec. 19, 2014
“Limited Liability Entity Taxation and Planning,” University of Louisville Grief Institute, Dec. 18, 2013
“Kentucky Sales and Use Tax for Manufacturers,” Hitachi Automotive Products, May 21, 2013
“12 Tax Topics in 120 Minutes,” Louisville Bar Association, Jun. 28, 2012
“The Fiscal Cliff,” Marion County Economic Development Office, Jan. 4, 2012
“Let the Government Be Your Silent Partner: Tax Incentives in Kentucky,” Kentucky Society of CPAs, 2011
“Saving Green by Going Green in the Bluegrass: Kentucky Tax Incentives for Green Businesses,” Greater Louisville Inc., Nov. 2011
“Interest Charge Domestic International Sales Corporations,” Greater Louisville Inc., Jun. 2011
“Tax Credits, Government Loans, Government Guarantees and Other Incentives Available for Businesses,” SKO 22nd Annual Spring Keeneland Seminar, Apr. 2011
“Independent Contractor versus Employee: Why it Matters," Louisville Association of Paralegals, Mar. 2011
“Kentucky Local Occupational License Taxation,” Louisville Grief Institute, Dec. 2010
"Kentucky Economic Development Incentives: A Summary of 2009 House Bill 3 Incentives for a New Kentucky,” Kentucky Commercial Real Estate Alliance, Mar. 2010
"Ethics and the Standard of Care for Tax Practitioners: Guidelines in Practicing Tax,” Louisville Bar Association, Jun. 2010