Adam Grais

Adam J. GraisPartner

  • Chicago: (312) 704-2189
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ADAM J. GRAIS advises businesses and their owners on structuring transactions and in addressing complex federal income tax issues. He represents individuals, closely held businesses, start up companies and family offices.  Other law firms frequently turn to Adam as co-counsel for their clients’ tax  matters and as a consulting expert witness. Adam is the firm’s Managing Partner and a member of the firm's Executive Committee.

During his career, Adam has counseled clients in mergers and acquisitions, joint ventures, business formations, capital raises and compensation-related matters involving partnerships, limited liability companies, corporations, and trusts.  He has worked in both private law firms and closely held businesses, including the tax department of a global law firm and as in-house counsel to the financial group of the Pritzker family. In private practice, he continues to represent multiple Pritzker family offices.

Adam's clients appreciate the depth and diversity of his experience in tax, corporate and family business matters.  Adam teams with other attorneys in addressing income tax issues in business transactions and estate plans, develops strategies for addressing tax issues related to loan workouts, assists clients in structuring compensation plans including deferred compensation plans, negotiates executive compensation packages, and represents clients in tax disputes before the Internal Revenue Service.  He has negotiated business buy-out transactions and assisted entrepreneurs in forming and financing their businesses.

Adam is a member of the board of directors of the Grant Park Orchestral Association, which produces the Grant Park Music Festival each summer.  He is the Vice Chair of the board, chairs the board’s Governance Committee, and also serves on the Finance and Executive committees of the board.  Prior to practicing law, Adam worked as a drummer and music teacher in San Francisco and Chicago.  He continues to perform throughout the Chicago area.

Memberships

American Bar Association
Ilinois State Bar Association
Chicago Bar Association
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Honors


Selected by peers as a Leading Lawyer in: Closely & Privately Held Business Law; Business and Individual Tax Law; and Corporate Finance Law (2012-2017)



Martindale-Hubbel AV Preeminent Rated, 5.0/5.0 Overall Peer Rating in the areas of Taxation, Business Law and Corporate Law

Publications

Speaking Engagements

Civic & Professional

  • Grant Park Orchestral Association, board member (2014-present), vice chair of the board (2016-present), chair of Education and Community Engagement Committee (2015-2017), chair of Governance Committee (2017-present), member of Executive Committee (2015-present), member of Finance Committee (2016-present)
  • ProVisors (2016-present)
  • Small Business Advocacy Council (2011-2014)
  • Near North Montessori School, Audit Committee of Board of Directors (2010-2016)
  • Chicago Bar Association, Barristers Big Band, drummer (2008-2014)
  • Suzuki-Orff School for Young Musicians, board member (2001-2005)
  • Friends of Erhler Park, founder, director, president and secretary (2001-2005)

Adam J. Grais's recent or notable engagements and experience includes:

 
Business Transactions
  • Serve as outside counsel to a number of family offices.  Assist with lending transactions, employment and compensation agreements, non-disclosure issues, negotiation and preparation of LLC agreements, and general entity administration.
  • Partnered with outside litigation firm to address corporate and tax issues related to the settlement of a lawsuit involving the break-up of a business.  After successful settlement, retained by the client to assist him in setting up a new company and leasing space for the new company.  Developed and implemented successful strategy to sell real estate that continued to be held jointly with former business partner.
  • Advised client in structuring and closing on substantial turnaround investment in distressed manufacturing business in transaction involving restructuring of company equity, redemption of most existing owners and workout with existing lenders.
  • Negotiated sale of client's interests in a manufacturing business to her siblings when dispute about management and direction of the business arose after the death of their father/founder of the business.
  • Advised food industry start up business in formation of the company and expansion to multiple locations in Chicago.
  • Coordinated and implemented restructuring of family businesses involving multiple trusts and entities.
  • Serve as personal general counsel to chief executive officer of public company addressing income tax issues, estate planning, and securities issues related to compensation as well as structuring holdings of personal real estate, yachts and aircraft.
  • Assisted owner of manufacturing business in breaking deadlock with other owner to move forward with sale of the company.
  • Advised family office on structuring of captive investment company and deferred compensation plan for employees.
  • Represented real estate development company with multiple funds that invest in multi-family housing, including structuring of acquisition in which seller continued to retain equity participation in the deals.
  • Assisted seed investors in technology incubator in negotiating and structuring agreements with founders.
  • Negotiated joint venture between private real estate developer and institutional partner to develop public-private residential and commercial project in Massachusetts.
  • Advised partners in winery on restructuring joint venture agreement to address succession issues and management participation in growth.
  • Counseled spouse in a divorce involving complicated tax, ownership and management issues related to other spouse's family real estate and construction business holdings.

Federal Income Tax Planning & Litigation

Privately Held Businesses and Individual Tax Matters
  • Counseled family owned retail business on structuring transfer of ownership of business to one child while providing for equitable allocation of estate assets to other children.
  • Advised partners in real estate partnership on capitalization of existing mortgage debt, structuring transaction so as to reduce taxable income from cancelation of indebtedness.
  • Brought in by regional accounting firm to assist client in addressing prior accountants' errors by revising LLC agreement and developing plan to align allocations and capital accounts with intended economic sharing arrangement of partners.
  • Counseled CEO of logistics business on tax implications of proposed acquisition of his debt and equity interests in company and concurrent transfer of certain assets to former spouse in connection with divorce settlement.
  • Advised estate on treatment of investment in Madoff ponzi scheme for federal income and estate tax purposes.
Mergers & Acquisitions
  • Counseled senior management principals and owners of marketing business structured as LLC in connection with strategic acquisition by publicly traded company on issues related to employment agreements and LLC interests acquisition.
  • Advised private equity firms on tax issues related to sales of portfolio company and investments in closely-held businesses.
  • Counseled family members on tax issues in stock sale of pharmaceutical business held by family through multiple S corporations.
  • Outside tax counsel to a boutique corporate law firm, providing tax advice on mergers and acquisitions transactions.
  • Advised closely-held food business on tax issues related to acquisition by foreign strategic buyer.
Compensation Matters
  • Advised commodities trader living abroad on tax issues related to structuring of new fund, estate planning issues and evaluation of tax issues related to expatriation.
  • Advised newly hired CEO on tax issues related to employment agreement and equity participation compensation in LLC.
  • Restructured compensation of key employee of private company in connection with public company acquisition to address IRC 409A excise tax issues.
  • Advised proprietary trading firm since formation in developing and implementing employee equity incentive plan.
  • Counseled founder of consulting business in developing tax-efficient programs to provide educational reimbursement program and equity participation compensation for key employees.
  • Advised employee on concerns related to grant of profits interest to him by LLC employer, including issues of voting, repurchase on termination of employment and proper allocations of income and losses to employee.
  • Counseled former employee of trading firm on issues related to buy out of his equity participation interest in LLC.
  • Regularly advise clients on structuring employee incentive plans involving options, restricted interests and phantom equity plans for both LLC’s and corporations.
Federal Income Tax Audits and Litigation
  • Advised law firms as consulting expert in multiple law suits involving Son of BOSS and other tax shelter transactions.
  • Defended real estate developer in IRS audit that resulted in U.S. Tax Court litigation in which his status as a qualified real estate professional for purposes of the passive activity loss rules was challenged. Developed a strategy at the audit stage that resulted in settlement of a $6 million adjustment for $6,000 without trial.
  • Successfully resolved audit for client in connection with adjustments related to gain on restructuring of business resulting from changes in the allocation of liabilities among partners that former accountants had not recognized.
International Tax Matters
  • Coordinated tax and corporate counsel in Canada and Denmark in connection with unwinding of tax-efficient structure for investment in Canadian real estate following sale of the property.
  • Advised agricultural company on implementation of domestic international sale corporation (DISC) structure to reduce taxes on exported products.
  • Advised client on U.S. tax issues related to Belgian tax claims raised in divorce from foreign spouse.