Marc E. Grossberg

Marc E. Grossberg

  • 713.951.5824
    832.397.8046
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Of Counsel

  • Thompson & Knight LLP
    811 Main Street
    Suite 2500
    Houston, TX 77002-6129 USA
    713.951.5824
    832.397.8046
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Marc Grossberg's primary practice is tax controversy risk management, which includes representing clients in tax controversies at the examination, Internal Revenue Service appeal and trial and federal appeals levels, collection issues and pre-IRS examination compliance issues, filing and foreign accounts and unique issues. He also represents whistle-blowers on a contingency fee basis. He works frequently with family law practitioners in other forms on tax issues associated with divorces. Recent representations include bringing taxpayers "in from the cold," meaning assisting them in becoming compliant with the Internal Revenue Service before the Internal Revenue Service has discovered the non-compliance, both as part of the IRS offshore voluntary compliance initiatives and otherwise, independent contractor/employee worker classifications, trust fund liability for withheld employment taxes, identity theft, and substantial omissions from income. In handling a variety of federal tax controversies, he has represented a number of taxpayers in controversies with the IRS involving contributions to and participation in employee benefit plans, has represented plan sponsors in controversies with the IRS involving sponsored plans and represented persons and entities who participated in or were employee-sponsors of plans in claims against plan sponsors for the plans not having the tax benefits representatives.

His practice has included negotiating, restructuring, and planning the tax consequences of large and complex loan workouts, requesting and obtaining private letter rulings from the IRS, representing clients in business litigation, including, without limitation trials in state and federal district court between contracting parties and between shareholders of public companies, structuring, negotiating and documenting complex transactions such as acquisitions, partnerships and joint ventures, financings and syndications. Marc also has experience with non-tax litigation and controversy work including representing persons who have claims against tax-shelter promoters, federal civil forfeiture proceedings, Sarbanes-Oxley whistleblower case, and wrongful denial of long-term disability income benefits. Through activity with the Real Estate Problems Committee of the Tax Section of the American Bar Association, Marc has participated in the submissions to the Internal Revenue Service on matters relating to Revenue Rulings and has been available for informal discussions on issues. He has lectured numerous times at tax programs including those sponsored by NYU, the Southern Federal Tax Institute, the Tax Section of the American Bar Association, the American Law Institute, and BNA/CITE.

Experience

  • Represented a publicly held corporation in Bankruptcy Court as special tax counsel and structured a part of the plan of reorganization so that more than $100 million in basis of assets of subsidiaries was left intact and not affected by cancellation of debt at the parent level

  • Represented an individual who had substantial amounts of unreported income, undisclosed foreign bank accounts, and unreported foreign entities; arranged for his acceptance into an IRS program that involved only civil proceedings and reduced application of penalties while he was under investigation by the DOJ and the SEC

  • Represented a company in an appeal from a proposed deficiency in excess of $2,000,000 and reached a settlement where the IRS agreed the client was entitled to a refund

  • Arranged a structure that would allow a corporation to claim a deduction for environmental clean-up expenses at the most advantageous time; structure was subsequently examined by the IRS with a "no change" result

  • Represented a private charitable foundation in an IRS appeal from proposals by the IRS examining agent to terminate the exempt status of the foundation and hold its trustee and manager liable for millions of dollars in penalties; achieved a "no change" result from the IRS appeals

  • Represented numerous non-filers in bringing them into compliance without being assessed failure to file penalties or being pursued for criminal failure to file, including an individual who had lived outside the United States for several decades and had not reported foreign financial accounts, controlled foreign corporations and certain income from controlled foreign corporation, all as required and reached a settlement with the Internal Revenue Service where he only had to report and pay taxes and interest on the three most recent years, with no penalties imposed
  • Represented, with partner David Bennett, a client in a $10 million+ acquisition of a company in Chapter 11 Bankruptcy, gaining Bankruptcy Court approval of the transaction within two weeks of the filing of the Chapter 11

  • Court approved special tax counsel in Chapter 11 reorganizations, including a large regional manufacturer of factory-built single-family residences with extensive distribution and construction network which is in Chapter 11 Bankruptcy proceeding, involving more than $170 million in debt

  • Jointly prepared with a major national accounting firm a request for a private letter ruling allowing an entity to make a late filing of an election necessary to make a Texas franchise tax conversion handled by another law firm not a taxable event; the inadvertent error would have otherwise cost tens of millions of dollars in taxes
  • Jointly tried an ERISA case in Federal district court on behalf of an attorney who had been denied long-term disability benefits by her law firm's long-term disability carrier, with the appeal to the Fifth Circuit affirming the decision of the trial court 3-0; all benefits plus attorneys' fees were awarded

  • Obtained a summary judgment in State district court for a former employee of a publicly held company, with the court holding her non-competition agreement invalid and awarded attorneys' fees

  • Structured tax aspects of a property settlements in divorces involving substantial assets and complex tax issues

  • Planned tax-free spin-off of retailing business in which the owners had irreconcilable differences

  • Structured tax planning in connection with a law firm break-up and negotiated the terms of the split up on behalf of our clients, who were one faction in the law firm

  • Tax planning for a foreign individual in anticipation of his becoming a U.S. resident in connection with his employment as an officer of an international company listed on the NYSE

Cases Tried In Which the Opinions Were Published

  • Anonymous v. Commissioner of Internal Revenue Service, 134 T.C. No. 2 (1/19/2010). Case of first impression in which the Tax Court held it did not have jurisdiction to determine whether or not the Internal Revenue Service had abused its discretion in issuing an adverse private letter ruling

  • Klopfenstein v. PCC Flow Techs. Holding Inc., DOL ARB, No. 04-149, 5/31/06. - with Steve Fink - a SARBANES-OXLEY WHISTLE-BLOWER CASE - pending filing of appeal after reconsideration of denial of remand was ordered in the above-cited published opinion - ARB case 07-021 and 07-022 ALJ Case No. 2004-SOX-011 (1/13/2010)

  • Lain v UNUM Life Insurance Co. of America, 279 F3d 337 (5th Cir. 2002) (although only the appeal, which affirmed the lower court 3-0, was published, Mr. Grossberg and another lawyer, won the case in the trial court where Judge Ewing Werlein, in an 83-page opinion, held that UNUM had abused its discretion in denying Mrs. Lain's, a former law partner of Mr. Grossberg's, application for long-term, disability-income benefits. ERISA CASE (have since handled numerous claimants for long-term disability payments and in all such representations, the claimant was awarded his or her benefits)

  • Conroe Medical Center Ltd v. Montgomery County Hospital District [Texas Court of Civil Appeals - Beaumont Division No. 09-98-466-CV) 2000 WL 30059 (Tex App-Beaumont Mar 23, 2000) (NO. 09-98-466-CV) review denied (Sep 07, 2000) (Although the Judge gave the Defendants the verdict Non-Obstante Veridicto, the jury awarded Mr. Grossberg's clients, the Plaintiff, $1,000,000 plus $300,000 in attorneys fees. SUIT AGAINST TAXING AUTHORITY FOR BREACH OF CONTRACT

  • In re Guyana Development Corp., 201 BR 462 (10/08/1996) {Tax case in Bankruptcy Court] (in a trial that lasted over four and one-half months, Mr. Grossberg got the court to set aside a $38,000,000 nominee tax lien the Internal Revenue Service had placed on the Florida Power and Light Building in Miami, Florida).FEDERAL TAX LIEN CASE

  • Theo W. Pinson, III, and Joan B. Pinson v Commissioner of Internal Revenue, Respondent, 59 TCM (CCH) 554 / 1990 WL 61452 (05/14/1990). (won approximate 70% of the amount in controversy) TAX CASE

  • Theo W. Pinson, III, and Joan B. Pinson v Commissioner of Internal Revenue, Respondent, 58 TCM (CCH) 1420 / 1990 WL 14043 (02/20/1990)[won a procedural point decided in mid-trial], TAX CASE

  • Battelstein v Internal Revenue Service, 611 F2d 1033 (en banc) (5th Cir. 1980) 631 F. 2d 1182 (en banc) (5th Cir. 1980), cert. denied, 101 S Ct. 2018 (1981). Mr. Grossberg obtained a judgment for the taxpayer in the bankruptcy court and in the district court. He lost the initial appeal 2-1 and the en banc decision 11 to 14. TAX CASE

  • Estate of Edna Chappel Ralston v. United States [US Tax Cases - Southern District of Texas], cited as Dorothy J. Street et vir v. U.S., 24 AFTR 2d 69-6130, 11/12/1969. TAX CASE

Prior Experience

  • Law Clerk to Honorable Walter R. Ely, United States Court of Appeals for the Ninth Circuit, 1965-1966

Distinctions/Honors

  • The Best Lawyers in America® by Woodward/White Inc. (Litigation & Controversy-Tax, Tax Law); 1995-2018

  • Texas Super Lawyers® by Thomson Reuters (Tax, Business Litigation, Business/Corporate); 2003-2013

  • Who's Who in America

  • Who's Who in American Law

  • Who's Who in the World

Activities (Memberships/Affiliations)

  • Member, American Bar Association; Taxation Section; Real Estate Tax Problems Committee; Founding Chair, Subcommittee on Real Estate Workouts
  • Member, Houston Bar Association
  • Fellow, Houston Bar Foundation
  • Past President, Texas Law Review Association of Former Editors of the Texas Law Review

Civic

  • Treasurer and Executive Committee Member, The Jung Center of Houston
  • Board Member, Inprint, Inc.; Former President and Chairman
  • Board Member, Rauch Foundation
  • Past President, Jewish Federation of Greater Houston
  • Past President, Jewish Family Service of Houston
  • Past President, Texas Bill of Rights Foundation
  • Past Board Member, Goodwill of Houston
  • Past Board Member, Mental Health Association
  • Senior Fellow, American Leadership Forum, Houston Chapter
  • Past Commissioner, Housing Authority of the City of Houston
  • Established the Harris Country Pre-Trial Release Program

Political Activities

  • Assisted candidates Eleanor Tinsley and Leonard Robbins in the 1969 HISD election and Jeanie Kamrath Gonzales in the 1971 HISD election
  • Volunteered as an advance man and in the issues group (speech-writing) in Hubert Humphrey's 1968 campaign
  • Volunteered, along with John H. Crooker, Jr., with the DNC at the 1968 Democratic Convention
  • Served as one of the principal advisors in Bill Hobby's first campaign for Lt. Governor of Texas
  • Volunteered in 2008 in the Voter Protection Program on election day in Columbus, Ohio
  • Involved either in fund-raising, campaign organization or speech writing for numerous Democratic candidates for public office as well as nonpartisan candidates for local offices