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John F. Lyle III

Partner and Tax Team Leader

In advising clients on tax and business matters, it’s not just about knowing what the tax code says. I’m very careful not to let the tax tail wag the business dog. To get the best solution for my clients, I work collaboratively with all of their business and financial advisors. That way, we come up with the solution which is most tax efficient and business efficient.

Johnny Lyle has a national practice advising businesses, individuals and families on complex tax and business matters. For more than 30 years, he has provided counsel on tax planning and tax controversies for corporate entities, partnerships and limited liability companies, as well as advising on tax and business issues as they relate to entity formation, franchised businesses, estate planning, probate, trust and estate administration, and mergers and acquisitions. Johnny has extensive experience in business succession and estate planning for families and family-owned businesses, and he has advised clients on inbound and outbound international entity and transaction tax structures.

Johnny serves on the Alabama Law Institute Business Entities committee that revised Alabama’s Limited Liability Company Law, Business Corporation Law, Nonprofit Corporation Law, Uniform Partnership Law, and Limited Partnership Law. He is the Vice-Chair of the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association. He is on the Board of Directors of the American institute of Federal Taxation, and the Federal Tax Clinic. He also serves on the Board of Directors of the Forest Landowners Tax Council, offering extensive experience in tax issues related to the purchase or sale of timber.

Johnny is Leader of the firm’s Tax Team.

Johnny is a frequent speaker on the topics of estate planning, business planning, family businesses, corporate, partnership, and limited liability company issues.

Education

  • Emory University School of Law, LL.M., 1988, Taxation
  • University of Alabama School of Law, J.D., 1986
  • University of Alabama, M.A., 1985
  • University of Alabama, B.A., 1982

Bar Admissions

  • Alabama
  • Florida
  • Georgia

Court Admissions

  • United States Tax Court

Acknowledgements

Johnny is listed in Best Lawyers® - Business Organizations (including LLCs and Partnerships), and Tax Law.

Professional Affiliations & Memberships

Johnny is a member of the Board of Directors of the Estate Planning Council of Mobile, Inc., and the Finance and Taxation Committee of the Birmingham Business Alliance. He served as the Chairman of the Tax Section of the Alabama State Bar Association, and he is a member of the Family Firm Institute.  

Entity Structures and Formations

  • Organization and formation of sophisticated business entities, as well as series and classes thereof, in jurisdictions across the country, including LLCs, L3Cs, GPs, LLPs, LPs, LLLPs, business corporations, nonprofit corporations, public benefit corporations, coops, business trusts and unincorporated associations
  • Litigation matters involving business entities, such as breach of fiduciary duty claims, general governance issues and merger and sale disputes, and serves as an expert witness in business entity disputes
  • Vice-Chair of the American Bar Association Business Law Section’s LLCs, Partnerships and Unincorporated Entities Committee
  • Member of the Alabama Law Institute Business Entities Committee, which is responsible for drafting and maintaining all of the business entity statutes in Alabama

Taxable Entity Issues

  • Partnership tax planning, including private equity funds
  • C Corporations and S Corporations
  • Disregarded entities
  • Other structures including joint ventures, REITs, and cooperatives

Tax-Exempt Entity Issues

  • Formation and applications for tax-exempt status including:
    • IRC § 501(c)(3) (charitable, etc.) entities
    • IRC § 501(c)(4) (social welfare organizations)
    • IRC § 501(c)(6) (chambers of commerce)
    • IRC § 501(c)(7) (chambers of commerce)
    • IRC § 527 (political action committees)
  • Operational issues including public charities, private foundations and supporting organizations

Estate Planning, Estate and Gift Tax, Probate and Trusts

  • High dollar net worth estate tax and income tax planning for families, family offices and family businesses
  • Drafting wills, trusts, ante and postnuptial agreements
  • Business succession planning regarding transition of family LLCs, partnerships and corporations
  • Trust reformations and probate controversies
  • Conservatorships and guardianships

Franchise

  • Representing franchisors:
    • Drafting Franchise Disclosure Documents (“FDDs”)
    • Drafting Franchise Agreements
    • Registering FDDs in every franchise registration state
    • Earnings claims and offerings and terminations
    • Litigation involving franchises and business
  •  Representing franchisees
    • Reviewing FDDs and Franchise Agreements
    • Franchise acquisitions
    • Litigation involving franchises and business opportunities
    • Litigation involving franchises

Mergers and Acquisition and Transactions

  • State law and tax structures
  • Purchase price allocations of consideration in tax efficient manner regarding assets
  • Tax free reorganizations under IRC §368
  • 1031 exchanges including direct, and three party exchanges involving qualified intermediaries and qualified accommodating owners
  • Timber tax transactions
  • Conservation easements

Compensation Planning

  • Compensation and deferred compensation planning including IRC §83 and IRC§409
  • Structuring profits and capital interests in entities taxed as partnerships
  • Incentive stock option, non-qualified stock options, phantom stock, SARs, and other compensatory equity grants
  • ESOPs

Domestic and International Tax Planning

  • Inbound and outbound transactions
  • Transfer pricing
  • Disclosures of foreign accounts to the IRS and to FinCen including filing FinCen Form 114
  • Structuring of domestic entities for foreign clients
  • Structuring of foreign entities for domestic clients
  • Offshore Voluntary Disclosure Program advice
  • Withholding and bilateral tax treaty issues

Economic Development, Tax Credits and Public Finance

  • Federal and state New Markets Tax Credits
  • Historic Tax Credits
  • State and local incentive and tax credit programs
  • Tax issues and tax opinions regarding taxable and tax-exempt bonds.

Tax Controversies

  • Federal
    • Income tax controversies from audit to Appeals to Tax Court and federal court
    • Offers in compromise and innocent spouse claims
    • Excise
  • State and Local
    • Income tax
    • Sales and use tax
    • Ad valorem tax
    • Excise tax
  • Currently he has matters pending across the firm’s footprint in front of IRS and state auditors, IRS Appeals, Tax Court, federal court, state departments of revenue, state tax commissions, and state boards of tax appeals