Goldberg  james

James K. Goldberg

Member
Office

Pittsburgh

One Oxford Centre
301 Grant St, 14th Floor
Pittsburgh, PA 15219
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Fax: 412.394.2555
Practice Areas
Corporate LawEstate Planning & ProbateReal Estate
Areas of Emphasis
Charitable PlanningEmployee Benefits/ERISA & ComplianceMergers & AcquisitionsSuccession PlanningSupply Chain AgreementsTaxTrusts & EstatesWills
Industries
Tax Exempt OrganizationsTransportation & Logistics
Education
J.D., University of Pittsburgh School of Law, Pittsburgh, Pennsylvania, 1971
B.S., Lehigh University, Bethlehem, Pennsylvania, 1967, Business Administration
State Bar Licenses
Pennsylvania
Court Admissions
U.S. Tax Court
Membership
American Bar Association
Pennsylvania Bar Association
Allegheny County Bar Association
United Jewish Federation, Finance Committee
Member of the Board of Directors, Hebrew Free Loan Association
Member of the Board of Directors of numerous private companies, including Genco Distribution System, Inc., Hussey Copper Ltd., and National HVAC
Former member of the Board of Directors and Audit Committee, Jewish Healthcare Foundation

James K. Goldberg

Member

James K. Goldberg is a member of the firm’s Corporate / Mergers and Acquisitions practice group and a member of the Executive Committee of the firm.

Jim has experience serving individuals and corporate clients, including both for-profit and non-profit entities, as well as established middle market companies and emerging growth companies. Jim regularly acts as outside general counsel for clients, and provides counsel to clients with respect to mergers, acquisitions and divestitures, corporate reorganizations, financing transactions (debt and equity), joint ventures (domestic and international) and real estate acquisitions, sales and leasing. He also counsels boards of directors on strategic issues and corporate governance matters. Jim has also represented individuals in a wide array of business matters, including executive employment agreements, stock redemptions, executive compensation arrangements and severance agreements. Jim also counsels clients in the areas of ERISA and employee benefits law, general tax, and in many facets of estate and succession planning and estate administration.

Prior to joining Clark Hill, Jim served as an estate tax attorney for the Internal Revenue Service.

Publications/Presentations

New Rules for ’Deferred Compensation:’ What’s Covered and What’s Not?” Communiqué, March 2005.

“Compensation and Benefit Client Alert: Involuntary Distributions and Automatic Rollover Requirements for Distributions Made On or After March 28, 2005,”Communiqué, March 2005.

Experiences
Provided day-to-day employee benefit consulting on wide variety of qualified plan issues (both 401(k) and defined benefit plans) for major retailer.
Legal counsel to large regional accounting firm in general corporate representation and structuring with respect to establishment of separate operating divisions, general acquisitions, employment matters, risk management and oversight of litigation matters.
Representation of owners of closely-held businesses, corporate executives, professionals, and other individuals (of widely varying levels of net worth)in designing appropriate wealth accumulation and transfer plans.
Corporate counsel to several privately-held distribution and manufacturing companies, providing lead counsel and coordinating legal counsel on a wide array of matters, including corporate matters and operations, corporate governance, business planning and financial transactions, financing, intellectual property consulting, bankruptcy and creditor rights, labor and employment matters including union organization, and insurance and tax matters.
Assist clients with general corporate matters including the drafting, negotiation and review of contracts to the formation and governance of business entities such as corporations, limited partnerships and limited liability companies.
Counsel with respect to numerous acquisitions, by a manufacturing client, of synergistic operations.
Creation and maintenance of Family Limited Partnerships and LLCs.
Represent many business owners, corporations and partnerships in tax matters ranging from acquisitions and leasing, to major real estate acquisitions and financings.
Counsel in numerous management buyout transactions.
Counseling of high net worth families regarding issues associated with multi-generational wealth transfers.
Creation of special needs trusts.
Counsel with respect to the sale of assets of a middle market distributor.
Performed due diligence on numerous transactions for a wide variety of clients, focusing on executive employment agreements, options plans and potential excess parachute payments, in addition to rank-and-file benefit plans and programs.
Representation of technology start-up companies with respect to acquisitions of intellectual property and counsel to the board of directors and shareholders thereof with respect to development plans.
Negotiated the employee benefit terms and conditions of purchase and sale agreements for numerous transactions.
Representation of business owners in designing business succession plans.
Prepared amended and restated plan documents for numerous clients and obtained favorable determination letters from the IRS.
Buy-sell planning in the family business context.
Representation of developers in joint ventures and real estate limited partnerships.
Significant experience in counseling business owners as they grapple with the difficult and often conflicting issues and desires that arise when trying to pass businesses to future generations.
Represented numerous senior executives with respect to the negotiation of employment agreements, executive compensation agreements and severance arrangements.
Sales and gifts of family business interests.
Representation of numerous clients in leases and mortgage financings.
Sales and gifts of family business interests.
Represented numerous senior executives with respect to the negotiation of employment agreements, executive compensation agreements and severance arrangements.
Numerous private placements of securities and other venture financings on behalf of issuers.
Represent borrowers in negotiation and documentation of credit facilities.
Counsel with respect to the sale and leasing of commercial properties.
Numerous proxy solicitations on behalf of issuers and shareholders of privately-held companies.
Represented numerous physician practice groups in general contracts, acquisitions and investments.
Represented shareholders of large physician practices in numerous personal and corporate financial matters.
Lead counsel with respect to numerous bank financings and/or restructurings.
Counsel with respect to all employee benefit matters in numerous acquisitions by a large retail client.