Herman B. Rosenthal

Herman B. Rosenthal

PARTNER
hrosenthal@wtplaw.com
BALTIMORE
T: 410.347.9488
F: 410.234.2351



Mr. Rosenthal is a general tax practitioner with a wide variety of transactional tax planning and controversy experience.  He has been in practice for more than 35 years and has represented a wide variety of clients in providing practical tax advice, working through complex issues, strategizing with clients and representing clients in audits, administrative appeals and in litigating of tax issues.  His clients range from individuals and small businesses to Fortune 500 companies.  Herman also serves as outside counsel to several not-for-profit continuing care retirement communities.

Recognitions

  • AV Peer review rated: Martindale-Hubbell
  • Listed in Best Lawyers in America, 2005 - Present
  • Listed in Maryland Super Lawyers, 2007 - Present
  • Awarded the Tax Excellence Award, MSBA Section of Taxation, 2014
 

Memberships & Activities

  • Co-Chair of firm's Tax Section
  • Member: Maryland State Bar, District of Columbia Bar
  • Past Chair: Committee on Federal Arbitrage Law, National Association of Bond Lawyers ("NABL"); Member and Past Director of NABL
  • Past Co-Chair: Legislation Committee of the Section of Taxation of the Maryland State Bar Association
  • Member: American Bar Association, Taxation Section
  • Member and Past Chair: The Section of Taxation of Maryland State Bar Association
  • Member:  Leading Age Legal Committee and Past Chair of its Tax Subcommittee
  • Chair: Tax Policy Committee of the Maryland Chamber of Commerce
  • Best Lawyers Designation

Public Finance, Bonds and Tax-Exempt Financing

  • Has served as tax counsel (either as borrower's or bond counsel) in connection with several billion dollars of tax-exempt bond financings.  Between 2010 to 2014, he provided tax advice in connection with over $1 billion of these financings
 

Business and Corporate Law - Continuing Care Retirement Communities - Nonprofit Health Care Organizations - Health Care - Health Care Regulations

  • Serves as outside counsel to numerous not-for-profit continuing care retirement communities (CCRCs) located throughout the U.S., providing tax and corporate advice
  • Co-leader of a team of attorneys representing the interests of a CCRC system throughout the bankruptcy of the system's primary contractor and service provider
 

Federal and State Transactional Tax Planning - Corporate and Partnership Taxation - Real Estate Taxation

  • Provided tax advice to clients in numerous merger and acquisition transactions
  • Advised a Fortune 500 company on certain state tax consequences of a merger and post-merger transactions, including rendering a state tax opinion with respect to the transactions
  • Provided tax advice regarding damage awards and settlements in litigation
 

Nonprofit and Tax-Exempt Organizations - Corporate Services and Tax-Exempt Status

  • Obtained 501(c)(3) determination letters and private letter rulings from the Internal Revenue Service relating to the tax-exempt status of organizations, transactions involving the organizations and tax-exempt bond financings benefiting the organizations
 

International Tax

  • Part of a team of tax advisors providing advice to a foreign corporation regarding the European and U.S. tax consequences of a triangular merger with a U.S. entity
  • Provided U.S. tax advice on Section 988 transactions, including those involving U.S. dollar and foreign currency denominated instruments
 

Audits/Assessments/Refund Claims

  • Has over 35 years of experience handling state income tax, sales tax, franchise tax, property tax and responsible person audits, assessments and refund claims
  • Has represented numerous individuals and organizations in audits before the Internal Revenue Service as well as IRS Appeals, including IRS audits of tax-exempt bond financings
 

Tax Litigation

  • Has served as lead counsel or co-counsel in litigating numerous cases involving nexus, income tax, sales tax, utility tax, franchise tax, property tax and employment tax issues
  • Has litigated tax cases before the Maryland Tax Court, the D.C. Superior Court, and U.S. Tax Court
  • Has briefed and argued appeals in tax cases before various Maryland circuit courts, the Court of Special Appeals of Maryland, the Court of Appeals of Maryland, the D.C. Court of Appeals, the U.S. Circuit Court for the Fourth Circuit
PRESENTATIONS & PUBLICATIONS

Co-Editor: Maryland Taxes, Published by the Maryland State Bar Association (previously by the Maryland Institute for Continuing Professional Education of Lawyers)

Co-Author: Chapter on Maryland Taxes on Financial Institutions

Co-Speaker: "Tax and Legal Issues for Not-For-Profit Long Term Care Providers and Their For-Profit Managers and Partners," Long Term Care and the Law Conference, American Health Lawyers Association, February 2011

Speaker: "Public Charities," 2000, 2001, 2002

Speaker: "Maryland -- State and Local Taxation," August 2000

Speaker: Maryland Sales and Use Tax, August and September of 1999, February 2000

Speaker: Advanced Tax Institute (Co-sponsored by the Maryland State Bar Association and the Maryland Association of CPA's) 2001 through 2004

ARTICLES

Chamber seeks changes to Md.'s business tax structure

Whiteford, Taylor & Preston’s Herman Rosenthal, a Senior Tax Partner who serves as Co-Chair of the Maryland Chamber of Commerce Tax Policy Committee, spoke before the Maryland Economic Development and Business Climate Commission on Wednesday, September 9.  Appearing with Chamber of Commerce colleagues,  Rosenthal advised that the Commission could improve Maryland’s business climate by recommending certain major tax reforms and taking a position against combined tax reporting.  A full report appeared on the front page of the September 10 issue of The Daily Record.


IRS Releases Anticipated Guidance for 2012 Offshore Voluntary Disclosure Program; Announces New Compliance Procedures for Low-Risk U.S. Citizens Residing Abroad

In a continued effort to combat offshore tax evasion and increase international compliance, on June 26, 2012, the Internal Revenue Service  provided updated guidance to the 2012 Offshore Voluntary Disclosure Program (the “2012 OVDP”), and announced that new compliance procedures will be available for certain non-resident taxpayers effective September 1, 2012


Client Alert: June 30 Deadline for Foreign Bank Account Reporting (FBAR) Requirements

This is a reminder that U.S. taxpayers with a financial interest over foreign financial accounts exceeding $10,000 in the aggregate at any point during the 2010 tax year must file a Form TD F 90-22.1 with the Internal Revenue Service (IRS) by June 30, 2011. The form must be received by the IRS by such date rather than postmarked by such date. The IRS has recently expanded the group of persons subject to the filing requirement and has also provided a new opportunity for U.S. taxpayers to file FBARs for prior years without incurring penalties.


Client Alert: SEC Proposes Amendments to Rule 15C2-12

On July 17, 2009, the Securities and Exchange Commission (the "SEC") published SEC Release No. 34-60332 (Release 34-60332), Proposed Amendment to Municipal Securities Disclosure, requesting comments on proposed amendments to Rule 15c2-12 (the "Rule"). The SEC's proposed amendments, which are described in more detail below, would (1) revise the scope of the continuing disclosure requirements of the Rule to include variable rate demand obligations, (2) expand the description of events relating to tax risk required to be disclosed in a notice filing, (3) add to the list of events requiring notice filings and require notice of certain events without the need for a separate finding of materiality, and (4) establish a more specific filing date for submission of notice filings. In addition, the Release provides interpretative guidance intended to assist issuers, brokers, dealers, and municipal securities dealers in meeting their obligations under federal antifraud statutes and regulations. The Release is available at http://www.sec.gov/rules/proposed/2009/34-60332.pdf.


NEWS

57 WTP Attorneys Listed in Best Lawyers in America 2019, Four Named "Lawyer of the Year"

57 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2019 (copyright 2018 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site.

59 WTP Attorneys Listed in Best Lawyers in America 2018, Two Named "Lawyer of the Year"

59 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2018 (copyright 2017 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.usnews.com.

In addition, two lawyers were selected as “Lawyer of the Year” for their particular areas of practice.


59 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America, 2017, Eight Named as "Lawyers of the Year"

Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2017 (copyright 2016 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, eight lawyers were selected as “Lawyers of the Year” for their particular areas of practice. 


63 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America, Four Named as "Lawyers of the Year"

Sixty-three lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2015 (copyright 2014 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, four lawyers were selected as “Lawyers of the Year” in the Baltimore region for their particular areas of practice.


Fifty-Four Whiteford Attorneys Named Super Lawyers and Rising Stars in Maryland

Whiteford, Taylor & Preston is pleased to announce that 54 of its Maryland-based attorneys are listed among the 2014 Super Lawyers and Rising Stars.

The firm is particularly proud of the young lawyers who are recognized as “Rising Stars” and the three partners who received special recognition -- Edward Buxbaum and Dwight Stone in the Top 100, and Mary Claire Chesshire in the Top 50 Women.


61 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America; Nine Named as "Lawyers of the Year"

Sixty-one lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2014 (copyright 2013 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices, including the firm's new Roanoke office.

In addition, nine lawyers were selected as “Lawyers of the Year” in their jurisdictions and areas of practice.


Sixty-Four Whiteford Attorneys Named Super Lawyers and Rising Stars in Maryland, Delaware, Virginia

Whiteford, Taylor & Preston is pleased to announce that 64 of its attorneys are listed among the 2013 Super Lawyers and Rising Stars in three states.

The firm is particularly proud of the young lawyers who are recognized as “Rising Stars”; the four partners who are listed in the Top 100 in Maryland – Edward Buxbaum, Edwin Fee, William Ryan, and Dwight Stone; and the 16 who are named for the first time this year.


60 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America Five Named as "Lawyers of the Year"

Sixty lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2013 (copyright 2012 by Woodward/White, Inc., of Aiken S.C.).

This represents an increase of seven over last year.  The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, five lawyers were selected as “Lawyers of the Year” in their jurisdictions and areas of practice.


Forty-Six Whiteford, Taylor & Preston Attorneys Named Super Lawyers and Rising Stars in Maryland; Five in Maryland Listed in “Top 100”

Whiteford, Taylor & Preston is pleased to announce that 46 of its attorneys are listed among the 2012 Maryland Super Lawyers and Rising Stars.

The firm is particularly proud of the five who are listed in the Top 100 in Maryland – Edward Buxbaum, Edwin Fee, Paul Nussbaum, William Ryan, and Dwight Stone. Selection of the Top 100 lawyers in a jurisdiction is strictly based on the highest scores in the Super Lawyer judging process, and Whiteford is one of the two firms with the most names on the list.

Karen Syrylo to Present at Whiteford, Taylor & Preston and Watkins, Meegan, Drury's Computer Services Tax Event on March 11, 2008

The Maryland Chamber of Commerce's State Taxation Consultant Karen T. Syrylo will join the list of presenters for Whiteford, Taylor & Preston LLP and Watkins, Meegan, Drury & Company LLC's Computer Services Tax Event on Tuesday, March 11, 2008. Held on the eve of Maryland's hearings on measures to revise, limit or repeal the Computer Services Tax from 3:30 to 6:00 p.m. at WTP's offices (7 Saint Paul Street, Baltimore, MD 21202), the event will be moderated by Heather A.


36 Whiteford, Taylor & Preston Attorneys Named Maryland Super Lawyers

Whiteford, Taylor & Preston LLP (WTP) is pleased to announce that 36 WTP attorneys have been named in Maryland Super Lawyers publication. Maryland Super Lawyers will appear in a special advertising section in the January 2007 issue of Baltimore Magazine and in the Maryland Super Lawyers magazine.


Herman Rosenthal to Lead WTP Business Services Department

Whiteford Taylor & Preston L.L.P. is pleased to announce that Herman Rosenthal has been elected to chair the firm's business services department.

The department comprises over 65 attorneys who provide a comprehensive array of services to clients in the areas of employee benefits, bankruptcy, corporate/securities, labor, health care, intellectual property, government affairs, estates and trusts, real estate and tax. Mr. Rosenthal will direct the strategic growth of the group, as well as manage the department's administrative operations.