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Overview
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Experience
Introduction
For more than 30 years, Eliot has served as a trusted adviser to clients navigating the complexities of corporate and tax law.
Eliot Kaplan’s practice encompasses a broad range of negotiated transactions, including M&A, private equity, partnerships, limited liability companies, joint ventures, programmatic joint ventures, and private placements. Eliot also counsels clients and their directors, managers, and officers on entity planning and structuring, entity formation and dissolution, board management, corporate governance, fiduciary duty matters, operating entity legal issues, commercial transactions, fund formation, and business reorganizations and restructurings. One of Eliot’s strengths is his ability to guide clients through the tax implications of complex transactions and entity structures, helping them minimize potential tax liabilities.
Eliot’s clients span a diverse array of industries, including real estate, healthcare, hospitality and leisure, recreation, homebuilding, construction, packaging, consumer goods, manufacturing, and franchising. This breadth of industry experience allows him to bring practical, sector-specific insight to each engagement, no matter how complex or specialized the underlying business may be.
Before entering private practice, Eliot served as a lawyer in the national office of the IRS, an experience that gave him a distinctive understanding of tax policy, regulatory frameworks, and the government’s approach to tax enforcement. His expertise was further recognized when he was appointed to the IRS Advisory Council, where he provided guidance on tax administration matters.
Eliot is deeply engaged in the organized bar and the broader legal profession. As an active member of the American Bar Association (ABA), he has served as a member of its Corporate Laws Committee, chair of the Real Estate Committee of the Section of Taxation, and a member of its Sponsorship Committee. He continues to contribute as a member of the ABA’s Real Estate, Partnership, and LLC Committees. Eliot is a fellow of the American College of Tax Counsel, a distinction recognizing exceptional achievement in the field of tax law. He has also served as chair of the Tax Council of the State Bar of Arizona and currently serves on the Tax Law Advisory Commission of the Arizona Bar.
Beyond his professional accomplishments, Eliot is committed to making a meaningful impact on his community. He serves on the boards of several prominent civic and nonprofit organizations, including Greater Phoenix Leadership, Breakthrough T1D, and the Greater Phoenix Economic Council.
Education & credentials
- Georgetown University, LL.M., Taxation, with distinction, 1993
- Arizona State University, J.D., 1989
- The University of Arizona, B.S., 1986
- Arizona
- District of Columbia
- Missouri
- Kansas
Professional recognition
Ranked by Chambers USA, as "America's Leading Lawyers" for Corporate: Mergers and Acquisitions, 2018-2025; Tax, 2020-2025
American College of Tax Counsel, Fellow
Named a "Leading Lawyer in Arizona" by The Business Journal: Phoenix
Named a “Top Lawyer” in Arizona by Ranking Arizona by Arizona Business Magazine
Named one of Arizona’s Finest Lawyers
Listed as a "Super Lawyer" by Southwest Super Lawyers, 2017-2024
Impact
- American Bar Association - Business Law Section Corporate Law Committee, Alumni Member - Tax Section Real Estate Committee, Former Chair; Current Member Sponsorship Committee, Former Member Partnership & LLC's Committee
- State Bar of Arizona - Tax Council Past Chair, Past Vice-Chair, Past Treasure Tax Law Advisory Commission, Current Member
- Internal Revenue Service Advisory Council Large Business and International Committee, Past Chair
- Phoenix Tax Workshop, Advisory Board Member
- Greater Phoenix Leadership, Member
- Juvenile Diabetes Research Foundation, Desert Southwest Chapter, Former Board President and Nominating Committee Chair; Liaison, Board Stewardship
- Jewish Federation of Greater Phoenix, Former Board Member Former Chair, Business & Professional Groups and Federation 2.0 Agencies and Partnerships
- Southwest Human Development Corporation, Board of Directors, Former President
- Greater Phoenix Economic Council, GPEC Next Leadership Council, Board Member
- Formation of various funds targeting various kinds of real estate.
- Formation of fund targeting private equity operational assets.
- Formation of fund targeting distressed debt.
- Formation of fund targeting borrowers of bridge loans.
- Structured and negotiated many complex real estate joint ventures on behalf of both capital partners and developers.
- Structured and negotiated many complex joint ventures involving entertainment assets.
- Structured and negotiated many complex joint ventures involving fast casual restaurant assets.
- Negotiated and structured complex hotel and hospitality joint ventures with residential real estate components.
- Structured and negotiated numerous joint ventures involving media signage.
- Structured and negotiated many complex joint ventures as part of a private equity acquisition and roll-over by sellers.
- Negotiated and structured complex operating company joint ventures, including joint ventures involving public companies, private equity funds, and non-public companies.
- Structured and negotiated the disposition of a homebuilder.
- Structured and negotiated the acquisition and disposition of multiple medical practices.
- Structured and negotiated the disposition of a residential window and door manufacturing and installation company.
- Structured and negotiated the disposition of a national upscale home improvement products company.
- Structured and negotiated the sale of a public company’s real estate franchising business.
- Structured and negotiated the sale of an NHL hockey team.
- Structured and negotiated the sale of multiple ski resorts.
- Structured and negotiated the purchase and sale of hotel and other hospitality assets.
- Structured and negotiated the acquisition of the assets of a media signage company.
- Structured and negotiated acquisitions of the assets of a steel processing businesses.
- Structured and negotiated many strategic and private equity acquisitions.
- Structured and negotiated all types of mergers, including tax-free mergers, cash-out mergers, and taxable mergers.
- Prepared the offering documentation for various real estate transactions.
- Prepared the offering documentation for various private companies with business operations.
- Structured and negotiated various asset acquisitions, sales, mergers, and dispositions involving businesses both in bankruptcy and out of bankruptcy.
- Restructured many different types of businesses both in bankruptcy and out of bankruptcy from both a corporate and business standpoint and from an income tax standpoint.
- Structured the reduction of debt for various entities who hold leveraged real estate assets from an income tax standpoint.
- Structured the retaining of income tax attributes and minimizing of income from the relief of indebtedness from an income tax standpoint.
- Provided guidance on and structured all types of sales, dispositions, mergers, and acquisitions.
- Provided guidance on and structured all types of joint ventures including partnership, limited partnership, limited liability company, or other entity taxed as a partnership.
- Provided guidance on and structured all types of offerings.
- Provided guidance on and structured a wide range of real estate transactions, including transactions structured to minimize ordinary income and maximize capital gains and transactions involving non-U.S. citizens.
- Provided guidance on and structured like kind exchanges and involuntary conversions (i.e., property takings by the government).
- Provided guidance on and structured equity and debt offerings.
- Represented clients in audits before various tax authorities including the Internal Revenue Service and the Arizona Department of Revenue.
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