Jeremiah Baba Pagano

Jeremiah Baba Pagano, Esq. LLM


Jeremiah Baba Pagano, Esq., LL.M., CEPA serves as an Attorney at Jacko Law Group, PC (“JLG”) where he supports the critical needs of our clients every day. His knowledge and experience, not only, enhances our ability to provide counsel that aligns with our clients’ transactional needs, but also their overall corporate objectives and strategy for long-term success. Mr. Pagano’s practice was founded on his tax experience, and his ability and foresight to align clients to position their businesses for growth.

As a solutions-led attorney, Mr. Pagano counsels JLG clients on their regulatory, corporate, and tax matters, including analyzing, evaluating, and ensuring compliance processes in the review of all tax and financial documents, analyzing tax consequences for mergers and acquisitions, drafting contracts and agreements, and more. His experience has built the foundation for his passion to strategically advocate for clients and their businesses, to position them to thrive.

Mr. Pagano brings a wealth of experience in investment adviser, broker-dealer, and fund regulatory compliance matters, internal control development, transition services, and operational risk management. His knowledge within the financial services industry allows him to address the needs of his clients, allowing them to mitigate risk and grow to their full potential. Mr. Pagano advises both firms and individuals on their legal and regulatory risks. Counseling his clients on how to mitigate risk while aligning their strategic business practices is a staple in his practice area. Mr. Pagano additionally interfaces with the various state and federal regulatory agencies on behalf of his clients, fiercely advocating for their professional interests. He is also a frequent commentator on securities regulation and investment-related matters.

When developing a Corporate Counsel practice, Mr. Pagano assesses the needs of the business as a genuine trusted partner. Throughout the years, he has provided counsel at various phases of a business, including formation, growth, and final transition and/or sale. Clients leverage his insight when finding methods to enhance their organizations and drafting of corporate documents, including complex shareholder agreements. While serving our clients, the JLG team collaborates with Mr. Pagano when devising plans and strategy – as he has a holistic approach to assessment, including risk mitigation, corporate restructuring, and management transitions.

Mr. Pagano’s clients have also relied on his counsel when navigating the intricacies of Mergers and/or Acquisitions (“M&A”). His continued experience in corporate law allows for strategic planning when it comes to the M&A process. From reviewing sensitive material like NDAs, term sheets, and purchase agreements, Mr. Pagano advocates for JLG’s clients and their best interests. Leveraging his business acumen, Mr. Pagano also assesses the impacts when it comes to his practices, providing ample counsel for transition considerations, such as employment and vendor arrangements. Over time, his ability to steer clients and create their custom timeframe and business strategy is one of many benefits and values he brings to the JLG team.

To complement Mr. Pagano’s M&A experience he also is a Certified Exit Planning Advisor (CEPA), which has proven to be invaluable to JLG clients as they grow their businesses and plan for the future. Understanding the strategy and path necessary for clients’ goals and long-term objectives, from inception, is one of his many talents within his legal practice. With this designation, he continuously advocates for clients' interests in a multitude of phases of their business, including formation, merger, acquisition, transition, and succession. As an exit planning adviser, he strives to effectively engage business owners and help them build more valuable companies, stronger personal financial plans, and align their personal goals. From formation to succession, he has been able to construct specific strategies for achieving 3, 5, and 10 years - and beyond, navigating significant changes when consolidating businesses with confidence and success.

Throughout his career, Mr. Pagano has focused his practice on tax law, managing matters with the Internal Revenue Service, the United States Tax Court, and the California tax authorities. Mr. Pagano uses his tax acumen to strategically plan and advise clients on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He counsels clients on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business Stock, and various state pass-through entity taxes. Mr. Pagano also drafts tax portions of Operating and Shareholder Agreements for businesses in different industries.

Mr. Pagano is also an industry thought leader, as he has been featured in a handful of publications, including Barron’s Advisor and the National Society of Compliance Professional’s (NSCP) Newsletter. By leveraging his knowledge and experience in tax and other service areas, he has been able to leave an impression on numerous industries, including finance and corporate securities.

Prior to joining JLG, Mr. Pagano served as an Attorney Advisor for the U.S. Small Business Administration, where he coordinated numerous efforts and community works, such as the $16 Billion Shuttered Venue Operators Grant (SVOG) emergency relief program. Similarly, Mr. Pagano has served as in-house counsel to a 501(c)(3) public charity. Before that, Mr. Pagano gained valuable experience with a number of firms and organizations, such as the University of San Diego Federal Tax Clinic, Eaker Pérez Law, and Higgs, Fletcher, & Mack LLP. Prior to law school, Mr. Pagano followed his entrepreneurial spirit, founding and running his own business in the telecommunications industry. This specific background allows Mr. Pagano to connect with his clients on a deeper level than many other legal professionals. Ultimately, his professional background helped develop his legal acumen, nimble approach to service, and determination, further attesting to his talent and how strong of an asset he is to the JLG team.

In his free time, Mr. Pagano prefers to use his talents to give back to the community. Currently, he volunteers as a Helpline Volunteer with Savvy Ladies, a 501(c)(3) non-profit organization that brings financial planning education to women. The goal of Savvy Ladies is to ensure that women have a trusted and reliable resource to get educated about their financial lives and encourage women to build and preserve economic security. The intended outcome is to decrease the number of women who fall prey to financial abuse and exploitation and increase the number of women who understand the importance of educating themselves.

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Tax LawDrafting & Execution of Contracts & AgreementsBusiness FormationCorporate & Securities Law
Mergers and Acquisitions: 3 Tax Best Practices
Blog Outsourced-General Corporate Counsel
April 21, 2022

A merger or acquisition may be classified as a tax-free reorganization or a taxable transaction. But there may also be state tax consequences involved depending on details of the deal. There’s a tax angle to everything. It’s always a piece of the puzzle, but it’s not the piece that you start with but rather it’s the piece that you struggle finding as you near puzzle completion. 

At this point it’s critical to have your legal team, CPA, and/or tax team on the same page and be aware that the sale of your business might have tax implications. 

Spending time reviewing tax implication, strategy, and direction provides the necessary guidelines for M&A decisions and structuring. This includes reviewing the following through the tax liability lens and evaluating the impact on the value of the merged or acquired business.

When analyzing the tax consequences of an acquisition, it is important to understand the tax classification of the business entity that owns the target business. Buyers tend to prefer the assets of a business organized in corporate form. In any M&A transaction, among the first steps is to determine how the transaction will be structured. The type of transaction—equity sale or asset sale—will determine how each party will be taxed.

Debt Implications and Tax Liabilities

Buyers of equity should check to see if the seller received financial aid through the various federal, state, and local agencies (for example, those enacted in response to COVID-19). It is integral to review all financial statements for cash injections, debt modifications, or loan restructurings made between the creditor and debtor.

Debt modifications might have provided much-needed cash flow and relief at the time, but they can trigger a taxable event and offset intended benefits.

The planning process for an equity acquisition should examine the current and projected tax liabilities of the target company, including state, local, and payroll tax issues, and how they figure into a proposed deal. 

The buyer’s footprint in new locations and/or new markets may affect state and local tax implications. Transaction agreements should address indemnification for undisclosed tax issues and provide a safety net for overlooked tax liabilities.

Best Practices

Understanding the possible debt implications and tax liabilities for a merger and/or acquisition for companies, some may ask how to navigate these steps. A few best practices for tax consideration include…

  • Performing sell-side tax due diligence before the sales process begins. Buyers could walk away from a deal due to a surprise unidentified material tax issue. Not having a thorough understanding of a company’s tax position and potential areas of tax risk or benefits before conducting a sale can put sellers at a distinct disadvantage in deal negotiations. Performing sell-side tax due diligence can detect hidden problems and give the seller a bargaining chip.
  • Evaluating available tax structing alternatives. Every seller wants a transition structured in a tax-efficient manner to maximize after-tax proceeds. By identifying a preferred structure at the onset of the process, sellers can proactively plan a transaction that facilitates a tax-efficient disposition. Sellers who explore tax alternatives and their implications can position themselves to negotiate a more favorable purchase price if conceding to a structure the buyer prefers.
  • Negotiating tax aspects of the purchase agreement. It’s critical for sellers to have a thorough understanding of the various tax sections of a purchase agreement and proactively seek desired outcomes. A purchase agreement defines the terms and structure of a deal and which party benefits from valuable tax deductions the transaction creates. It addresses pre- and post-closing tax matters and the buyer’s right to indemnification for tax liabilities of the acquired business. 

Performing sell-side tax due diligence with the buyer in mind can remediate exposure, expedite the deal process, and define existing tax attributes. The specialized team at Jacko Law Group, PC (“JLG”) can apply these tax best practices to strengthen a seller’s bargaining position and possibly negotiate a higher sales price. Outside counsel can address tax structuring, seller due diligence, and compliance issues to achieve an optimal outcome for you and your firm. For more information or to discuss your custom M&A strategy, contact us here or at 619.278.2880.

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