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Jeffrey S. Berger photo - Golenbock Eiseman Assor Bell & Peskoe LLP

711 Third Avenue
New York, NY 10017
t: 212.907.7393
f: 212.754.0330

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Jeffrey S. Berger

Mr. Berger leads the Firm’s corporate tax practice. He is involved in structuring many of the corporate transactions in which the Firm is involved, especially in the areas of mergers and acquisitions, corporate finance, limited liability companies, partnerships and S corporations, executive compensation, private equity and venture capital investments, and fund formations. Mr. Berger also has extensive experience in the tax aspects of business start-ups, bankruptcy and debt restructurings, real estate transactions, cross-border transactions, federal and state audits and appeals, ruling requests and collection matters, and the formation and operation of tax-exempt organizations. Mr. Berger also maintains an active corporate law practice involving the formation and ongoing representation of large and mid-sized business entities, private investment funds and joint ventures, and he is regularly engaged by both management and employees in the negotiation and drafting of executive employment and separation/severance agreements. In the tax area, Mr. Berger is frequently called upon to:

  • Structure business acquisitions/sales to achieve favorable tax results for our clients, which may include stepped-up tax basis and/or flow-through taxation for buyers and capital gains or tax-free treatment for sellers.
  • Negotiate and draft complex tax allocation and cash distribution provisions of limited liability company and partnership agreements involving active businesses, joint ventures and private investment funds.
  • Structure and draft “carried interest” and other equity based compensation arrangements for executives and investment professionals.
  • Structure, form and advise investment funds, including hedge funds, private equity funds, real estate funds and venture capital funds.
  • Assist the firm’s corporate and bankruptcy groups in connection with debt and equity restructurings.
  • Assist the firm’s trusts and estates group in connection with family business restructurings to facilitate estate and gift tax planning and provide for management succession.
  • Assist the firm’s real estate group in connection with like-kind exchanges and other tax deferral strategies involving real property.
  • Draft and review tax representations and warranties, indemnities, and tax controversy provisions of merger and acquisition agreements.
  • Preparation of tax disclosure and tax opinions in connection with securities offerings.
  • Advise other attorneys and accountants not affiliated with the firm in connection with complex tax issues.

In the corporate area, Mr. Berger is frequently called upon to:

  • Form corporations, limited liability companies and limited partnerships for new business or investment transactions and prepare related agreements among participants.
  • Advise investment fund managers and other employers in connection with operational issues involving employee or partner disputes.
  • Represent executives in the financial services, advertising, media, healthcare, technology and other industries in connection with employment and separation agreements.
  • Prepare stock option, equity appreciation and other equity-based compensation plans and agreements.


  • “Debt-Equity Swaps,” 37 Tax Lawyer 677 (1984)
  • “Recipe for Tax-Exempt Status,” in Donna Dees Thomas, Million Mom March (Rodale, 2004) pp. 212-214. (Mr. Berger provided pro bono tax advice to the Million Mom March in connection with its formation, tax status and governance.)
  • “Beyond the Top Line Price:  Wisdom for Selling Your Business” Delaware Trust Webinar

Education and Honors

  • J. D., cum laude, Georgetown University Law Center (1984), Executive Editor, The Tax Lawyer
  • B. A., Adjunct Degree, Business Management, State University of New York at Binghamton (1981)

Practice Areas

Bar Admissions

  • State of New York
  • State of New Jersey

Professional Activities

  • Member, Tax Section, American Bar Association
  • Member, Tax Section, New York State Bar Association


Prior Legal Experience

  • Dewey, Ballantine, Bushby, Palmer & Wood (New York office)
  • Riker Danzig Scherer Hyland & Perretti (Morristown, NJ office)
  • Drinker Biddle & Reath (Princeton and Philadelphia offices)