Member
Mark guides businesses and their owners through formation, growth, transition, and succession. His practice includes business sales and mergers and acquisitions; formations and transactions for corporations, partnerships, and limited liability companies; commercial real estate; tax planning and tax controversies; and trusts and estates, including wills and estate administration. He is the first call for family-owned and closely held companies, advising on day-to-day operations and governance and steering sales to third parties or transfers to the next generation. Mark also counsels larger enterprises through asset and stock acquisitions, divestitures, mergers, and tax-free reorganizations, aligning structure, tax, and deal terms with business goals. He recently served as chairman of the Board of Governors of the Virginia State Bar Business Law Section. Recognized in The Best Lawyers in America for Mergers and Acquisitions Law, he brings practical judgment, straightforward communication, and a focus on outcomes that protect value and position clients for what is next.
Mark advises privately held companies, family enterprises, and larger institutions through acquisitions and divestitures in financial services, real estate, and franchised consumer services. He regularly positions companies for sale and negotiates purchase agreements, indemnities, earn-outs, and transition services with public and private counterparties.
Represented a large community bank and its subsidiaries in the commercial build-out of multiple lines of business, including multimillion-dollar acquisitions of insurance, real estate, mortgage, title and property-management companies. The work involved mergers, joint ventures and reorganizations, together with counseling on the full range of related tax issues to integrate newly acquired operations.
Guided a large community bank through a tax-free reorganization of its subsidiaries, aligning structure and capital with strategic objectives while preserving tax efficiencies.
Complex real estate acquisition financing.Represented a buyer and its parent in the multimillion-dollar acquisition of an office building and warehouse, addressing Small Business Administration financing, environmental diligence and lease issues to close on schedule with appropriate risk allocation.
After filing in the United States Tax Court, obtained a 75% concession from IRS Appeals in a matter involving the estate valuation of a family limited partnership holding numerous real properties. The result materially reduced asserted estate-tax exposure.
Won reversal in the Virginia Supreme Court of a circuit court ruling that had held the Virginia Alcoholic Beverage Control Act preempted a municipality’s authority to impose a meals tax on alcoholic beverage sales in restaurants. The decision preserved an important revenue source for local government.
Middle-market divestitures.Served as seller’s counsel in the multimillion-dollar asset sale of a multi-state Hair Club for Men franchise, coordinating diligence, transition services and tax structuring through closing.
Organized and secured Internal Revenue Code Section 501(c)(3) status for numerous charities and charitable foundations, aligning governance and purpose to satisfy IRS standards and facilitate mission-critical fundraising.
Commercial agreements and day-to-day counsel.Handles strategic contracts for operating companies, including commercial leases, distribution and supply agreements, service contracts, licensing and employment agreements, providing pragmatic risk management aligned with business goals.
Advises new ventures on entity selection, formation and governance, and designs estate-planning strategies—such as transferring a closely held business valued at more than $10 million to trusts over time—to minimize transfer taxes and preserve control.