Jordan M. Halle
Mr. Halle’s practice focuses on business and corporate law, partnership and individual tax matters, franchising law and corporate transactional matters. Before joining Whiteford Taylor & Preston LLP, he served as a judicial clerk to the Honorable Lynne A. Battaglia of the Court of Appeals of Maryland.
Memberships & Activities
- Member: Maryland State Bar
- Member: Maryland State Bar Association
- Business Section – Franchise and Distribution Law Committee Vice Chair
- Tax Section – Tax Section Council Member-at-Large; Chair, Maryland Taxes Treatise Subcommittee
- Young Lawyers Section
- Member: American Bar Association
- The Associated: Jewish Federation of Baltimore – Chair, IMPACT Young Professionals Committee
- Former Editorial Board Member, Production Editor, University of Baltimore Law Review
- Former Fellow, Maryland State Bar Association – University of Baltimore Business Law Clerkship
- Former Editorial Board Member, Maryland State Bar Association Business Law Section Newsletter
TRANSACTION AND CONTROVERSY TAX MATTERS
- Provide tax advice to clients in numerous merger and acquisition transactions
- Provide guidance to entities seeking or maintaining 501(c)(3) tax-exempt status
- Handle federal and state income tax, sales tax and property tax audits
- Prepare franchise disclosure documents and franchise agreements for new franchisors
- Review franchise disclosure documents and franchise agreements on behalf of franchisees
- Negotiate franchise agreements for franchisors and franchisees
BUSINESS & CORPORATE LAW
- Counsel clients with regard to choice-of-entity issues and general business structuring
- Negotiate and draft formation and governance documents, such as bylaws and operating agreements
- Advise clients on corporate issues and transactional matters
Interviewed in: “Jordan Halle: Connecting Young Jewish Baltimore” The Associated (December 2018)
At long last, on April 17, 2019, Treasury released its second set of proposed regulations providing guidance on Opportunity Zones. (Available here). These proposed regulations answer some questions about how operating businesses can take advantage of the Opportunity Zones. Of particular note and as highlighted below, Treasury provided much needed guidance and flexibility regarding leased property.
As a result of the Bipartisan Budget Act (“BBA”) enacted in 2015, beginning this year partnership audits (which means the audits of any entity taxed as a partnership for federal income tax purposes, most typically limited liability companies (“LLCs”) and limited partnerships) will be governed by the IRS’s newly centralized audit regime. Considering how many franchisees and franchisors are LLCs and are treated as partnerships for tax purposes, these new rules demand the attention of people involved in franchising, real estate and many other business ventures.
On June 21, 2018, the Supreme Court issued its opinion in South Dakota v. Wayfair, Inc., overturning Quill Corp. v. North Dakota, 504 U.S. 298 (1992) and National Bellas Hess v. Illinois, 386 U.S. 753 (1967), and ushering in a new paradigm for sales tax nexus. Ultimately, the court held that the physical presence rule as refined in Quill was unsound and incorrect and that states may charge sales tax on purchases from out-of-state sellers that do not have a physical presence in the taxing state, so long as the seller has “substantial nexus” with the taxing state.
The Tax Cuts and Jobs Act created Section 4960 of the Internal Revenue Code that imposes a new 21% excise tax on certain tax-exempt entities (including any organization exempt under Section 501(c), (d), 401(a) or 115) on (i) the annual compensation (including benefits and deferred compensation) paid to its five (or more) highest-paid employees in excess of $1,000,000 and (ii) excess parachute payments paid to the same class of employees.
Effective for franchise agreements entered into or renewed this year, new amendments to the California Franchise Relations Act impose significant restrictions on franchisor’s termination or refusal to renew franchise agreements, increase franchisor’s post-termination obligations, and bolster franchisees’ rights to sell their franchised business. These changes make California a somewhat more risky state in which to use franchising as a growth strategy, while arguably bolstering the security of franchisees’ investments in mature brands.