THOMAS G. HAVENER The Havener Law Firm LLC, Russell Road, Chagrin Falls, Ohio Cell ;

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1 THOMAS G. HAVENER The Havener Law Firm LLC, Russell Road, Chagrin Falls, Ohio Cell ; Legal Experience The Havener Law Firm LLC, Cleveland, OH Member 2008-present General Business Litigation. Representation of businesses and individual stake holders in a variety of commercial litigation; including business acquisitions and sales, oil and gas lease disputes, intellectual property, trade secrets, contractual disputes, commercial landlord-tenant disputes. Business Formation and Transactions. Representation of businesses regarding business planning, choice of entity, entity formation, operation and dissolution, mergers and acquisitions, succession planning for familyowned businesses. Squire Sanders & Dempsey, L.L.P., Cleveland, OH Public Finance Tax and Corporate Federal and State Tax Departments Equity Partner, Associate, Public Finance Taxation. Rendering legal opinions on the exemption of interest on governmental (and conduit) debt obligations from federal and state income tax. Rendering opinions on the qualified 501(c)(3) status of conduit borrowers, qualified use of tax-exempt bond financed facilities. Served as bond counsel, issuer s counsel, borrower s counsel, and underwriters counsel. Advising issuers on arbitrage and rebate tax issues. Substantial experience in tax disputes, including large, complex matters involving IRS audits of billions of dollars of tax-exempt governmental general obligation bonds, qualified 501(c)(3) bonds issued for the benefit of large health care, educational and other charitable and cultural institutions,

2 as well as tax-exempt exempt facility bonds issued for the benefit of forprofit conduit borrowers. Constitutional and Statutory Construction Issues Arising in Context Federal and State Income and Business Taxes. Principal architect of the eminent domain theory proposed to, and adopted by, the State of Connecticut to address a constitutional challenge to the State s corporate franchise tax arising from certain covenants in some of the State s obligations, which problem threatened to cost the State an estimated $1.5 billion in lost tax revenues over the following fifteen years. Principal tax attorney representing the State in mediation of the tax refund litigation brought by certain Connecticut taxpayers in that matter. Through mediation, the State successfully reduced its potential liability by hundreds of millions of dollars. Practice in the areas of corporate federal income tax before the IRS concerning the interpretation of the Internal Revenue Code and the propriety of the IRS's issuance of regulations and public and private rulings. Most of this administrative law experience arose in the context of defending very large corporations (e.g., The Standard Oil Company of Ohio/BP America, Exxon) in IRS tax audits often on the basis that the IRS was misinterpreting its own regulatory provisions based on its own prior rulings and case law. Representation of major oil companies (The Standard Oil Company of Ohio/BP America, Exxon, Arco, Marathon Oil) in separate administrative proceedings brought by the State of Alaska Department of Revenue involving billions of dollars allegedly owed for Alaska corporate income and oil and gas production taxes. Development of clients litigating positions in administrative proceedings. Drafting of briefs on behalf of taxpayers in such administrative proceedings. 2

3 Non-Profit, 501(c)(3) Charitable Organizations, 501(c)(6) Business Associations State Business Law and Federal and State Taxation. Substantial experience planning, organizing, and drafting governance documents for non-profit entities including compliance with state corporation law, and with obtaining and maintaining federal tax-exempt status. Substantial experience representing tax-exempt 501(c)(3) organizations as conduit borrowers of proceeds of debt obligations issued by State and Local governmental entities. Approximately 10 years of providing non-profit corporate law and Section 501(c)(3) tax advice to the Cleveland Clinic Foundation ( CCF ). Represented CCF as borrower s public finance tax counsel on a series of qualified tax-exempt 501(c) bond financings and re-financings with respect to medical facilities, research facilities, and three hotels owned by CCF. Negotiated and drafted a management contract on behalf of CCF for the hotels that was compliant with IRS guidelines applicable to private use of facilities financed with tax-exempt bond proceeds. Created and obtained from the IRS tax-exempt Section 501(c)(3) status for a wholly-owned, non-profit subsidiary of the Cleveland State University ( CSU ) that was formed to construct and operate student housing and student union facilities. In addition, served as public finance tax counsel to CSU and its subsidiary in connection with 501(c)(3) tax-exempt financing for such facilities. Negotiated and drafted a management agreement on behalf of CSU regarding operation and maintenance of such facilities that was compliant with IRS guidelines applicable to private use of facilities financed with tax-exempt bond proceeds. Representation of non-profit entities in connection with real property tax exemptions, sales and use taxes, charitable solicitation registration and compliance. Business planning, formation, governance, and compliance with state business entity laws and federal and state tax laws for-profit corporations, limited liability companies, partnerships and sole proprietors. The Standard Oil Company of Ohio, Cleveland, OH Law Clerk, Tax Counsel s Office 3

4 Education Juris Doctor, Case Western Reserve University, Cleveland, OH, 1987 Case Western Reserve University Law Review ( ) Associate Editor ( ) Articles Editor ( ) Selected by peers to Executive Board ( ) Author: Assault on Granada and the Freedom of the Press, 36 Case W. Res. Univ. L. Rev. 483 (1986) Bachelor of Arts, The Ohio State University, The Colleges of Arts & Sciences, School of Journalism, Columbus, OH, 1983 The Ohio State University, The Lantern (Student newspaper) Reporter, Photographer, Copy Editor, Columnist Press Club of Ohio Scholarship Summa Award for Superior Scholarship Outstanding Senior, Colleges of Arts & Sciences Honors and Awards Named 2015 Cleveland Public Finance Law Lawyer of the Year by Best Lawyers in America Named among Best Lawyers in America in the areas of Public Finance Law and Tax Law by Best Lawyers in America, Named Super Lawyer for 2015 January 2014 U.S. News & World Report named The Havener Law Firm, LLC Best Law Firms in Ohio First-Tier Firm Rankings 4

5 Activities and Memberships Frequent panelist and panel chair at National Association of Bond Lawyers, Bond Attorneys Workshop for more than 10 years Member, Ohio and American Bar Associations Pro Bono incorporator, organizer and member of the National Association of Attorneys with Disabilities Bar Admissions State of Ohio, Internal Revenue Service, U.S. Tax Court Disability Status Mr. Havener is physically disabled within the meaning of the Americans with Disabilities Act (42 U.S.C. Section 12102). Mr. Havener is a paraplegic who uses a manual wheelchair as the result of spinal cord injuries sustained in Personal Born: June 11, 1961 in Cleveland, OH Spouse: Kathleen Balthrop Havener 5

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