M. EDWARD MISHOW
Direct Dial: (949) 435-4309
Facsimile: (949) 435-0226
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Taxation; Partnership/LLC Matters; Real Estate and Corporate Transactions
Description of Practice:
After graduating from The Harvard Law School in 1981 and getting his initial training with the global law firm of Morgan, Lewis & Bockius, Ed moved to Voss, Cook & Thel LLP in the mid-80s and has been heading the Firm’s Tax Department since 1987.
Ed’s twin-philosophies, which infuse all aspects of his practice are:
(1) No one should pay a penny more in taxes than is absolutely required by law; AND
(2) Tax saving strategies must make economic sense.
Ed and the Firm represent all types of clients, from some of the largest companies in the world, to mid-sized regional and local “players,” to high net worth individuals and entrepreneurs on the rise. The one constant amongst Ed’s clients is that Ed cares about their business and issues and is thoroughly invested in their success.
Because Voss, Cook & Thel LLP has always been a small-to mid-sized firm, Ed has never had the luxury of limiting the focus of his practice to purely “tax issues”. Rather, Ed has become an expert in numerous areas of the law that are of the most concern to businesses of all types (such as partnership, LLC and corporate law; how to ultimately unwind a business relationship; establishment of profit participation plans for key employees; providing legally enforceable vesting provisions and non-compete covenants; etc.). Unlike at a larger firm, where a number of different lawyers will often handle a client’s affairs (and run-up large bills along the way), Ed often is the only lawyer that any of his clients need.
- For example, while the negotiation and drafting of limited liability company operating agreements often involve many different aspects of the law (such as LLC or partnership law, tax law when making allocations or issuing ownership interests to key employees, labor considerations when dealing with employee issues, accounting background when devising profit participation plans, etc.), Ed has over the years become an expert in most of the necessary areas and, thus, often negotiates and implements limited liability company arrangements on his own, while “sitting across the table” from multiple lawyers in the “big firm” setting.
- In one particularly high-profile transaction that ended-up making the front page of the Los Angeles Times, Ed and a single partner drafted, negotiated and implemented a complex joint venture arrangement over a 12-18 month period of time. Ed and his partner were able to handle this significant transaction that encompassed over 200 documents (and Tens of Millions of Dollars) on behalf of the Firm’s client, while the other party to the transaction was represented by a large, international law firm and, as a result, the other party had 8-12 lawyers often working on the same documentation that Ed and one other partner were able to handle on their own for Voss, Cook & Thel LLP’s client. Needless to say, the legal fees incurred by Voss, Cook & Thel LLP’s client on this significant transaction were approximately 40% of the legal fees incurred by the other party and, as a result, the other party later became a Voss, Cook & Thel LLP client.
Over the years, Ed has also developed expertise in a much-needed but little-practiced area of the law, which involves helping business clients “unwind” their existing relationships and entanglements with partners and other co-owners. Ed brings creative solutions towards the bridging of these often irreconcilable differences between partners, in order to bring-about the “parting of the ways” without the necessity of resorting to litigation (since Ed believes only lawyers generally “win” in this type of litigation). Ed calls this area of his practice the “divorce of business relationships.”
- Because of the unique factors often surrounding both the structure of the existing business relationship and the underlying reason for the partners no longer “seeing eye-to-eye,” there is generally no universal template that applies to these situations. Thus, the need for someone with Ed’s experience and creative approach to problem-solving.
- As an example, Ed recently guided partners that had been in business for 35+ years to a successful and cost-effective unwind of their long-standing relationship, when other lawyers had told Ed’s client that litigation was the only avenue available.
Ed also devotes approximately 10-15% of his time to tax dispute resolution, which involves either settlements or litigation with taxing authorities, such as to IRS, FTB and County Assessors. While Ed always prefers to avoid litigation, Ed and the Firm will effectively and efficiently use litigation when no other avenues are available.
In that regard, Ed and James G. Damon, Litigation Partner, handled the precedent setting case of Wertin v. Franchise Tax Board (1998) 68 Cal. App. 4th 961, review denied (3/31/99), in which the California Franchise Tax Board (i) was ordered to pay hundreds of thousands of dollars to our Firm's client, and (ii) was required to alter the manner in which it makes assessments in the future. The Court in that case also ordered the Franchise Tax Board to pay all of our client's attorneys' fees.