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Herman B. Rosenthal
7 Saint Paul Street
Baltimore, MD 21202-1636
Phone: 410.347.9488
Fax: 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.

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


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

Publications & Presentations

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

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


  • University of Pennsylvania (M.A. 1976)
    Public Policy Analysis
  • University of Pennsylvania (J.D. 1975) cum laude
  • University of Pennsylvania (B.A. 1972) summa cum laude