Mr. Kester's practice includes the tax-advantaged structuring of acquisitions and dispositions, reorganizations and other business restructurings, IPOs, venture capital investments and international transactions. He regularly advises regulated investment companies (RICs), real estate investment trusts (REITs), university endowments and other tax-exempt organizations, as well as other collective investment vehicles and financial institutions and financial services companies on the special tax considerations faced by such entities and companies and their investors. His recent transactional experience includes representing:
- Great Hill Partners and the management shareholders of Ziff Davis, Inc. in the sale of capital stock in Ziff Davis to j2 Global Inc.
- iRobot Corporation in its acquisition of Evolution Robotics, Inc.
- FHB Formation LLC, whose members included several hedge fund and private equity firms, in its merger with, and into, Northeast Bancorp
- PRTM, Inc. in connection with its acquisition by PricewaterhouseCoopers LLP
- The Parthenon Group, LLC in connection with its acquisition by Ernst & Young
- Northern Lights Capital Group in connection with its joint venture with Treasury Group Ltd. and other acquisitions
- North Shore Bancorp in connection with its acquisition of Saugusbank
- East Cambridge Savings Bank in connection with its formation of a mutual holding company
In addition, Mr. Kester has sought and obtained private letter rulings from the Internal Revenue Service on many significant issues, including tax-free corporate reorganizations and spin-offs; RIC multi-class, preferential dividend, asset test and other qualification issues; the use by RICs and REITs of a functional currency other than the U.S. dollar; REIT asset test and qualification issues; and partnership and investment fund taxation matters.
He has also represented a number of clients in resolving tax controversies with IRS, including at the Appeals Office of the IRS and the U.S. Tax Court, and has worked successfully on behalf of clients in non-audit matters to secure IRS waivers of widespread information reporting and withholding errors and omissions.