Lev K. Martyniuk is a partner in the Firm’s Business, Corporate, Tax and Healthcare Practice Groups. He joined Wood & Lamping LLP in July 2009.
Lev advises privately-held small and mid-size businesses ($2 Million to $100 Million in sales) their owners, and entrepreneurs generally, in various industries: healthcare, food manufacturing, biomedical engineering, commercial oven manufacturing, intermodal services, and computer software businesses among others. He brings to his practice an inclination for finding novel approaches to business problems and legal challenges. Lev enjoys learning about his clients’ businesses and their competitive environment.
Lev zealously represents his clients by helping them structure their affairs and by advising them on the most cost-effective, efficient, and high-return basis for completing their transactions, including specifically solving complex tax and transactional issues, and lawfully minimizing the federal tax bite on transactions and business entity ownership.
Lev serves the community by volunteering as a three-year appointee to the U.S. Department of Treasury’s Taxpayer Advocacy Panel charged with advising the IRS on how to make the administration of federal tax laws more efficient, streamlined, and taxpayer-friendly. He also serves on the American Bar Association, Record Owners Legislation Task Force, responsible for commenting on proposed federal legislation requiring all non-publicly held companies to disclose their equity and beneficial owners, and controlling persons.
More and more, Lev’s transactional practice includes hospitals, physician practice groups, and individual physicians. He represents one of the largest physician groups in Greater Cincinnati. Lev is a member of the Firm’s Health Care Practice Group having handled a significant number of transactions for non-profit and for profit hospitals, and physician practices, such as:
- A significant affiliation relationship between QCP Management Services, LLC (formerly known as “Queen City Physicians, Ltd.”) and TriHealth.
- The creation of a NephrologyCenter to serve the Greater Cincinnati community.
- The creation of multiple Ambulatory Surgery, MRI, Petscan and Diagnostic Centers joint ventures with individual physicians and physician groups.
- The sale by a hospital of its equity stake in a pre-existing outpatient surgical service entity to a physician-owned investment group.
A large unaffiliated physician practice wanted to associate with a hospital but not sell itself. Lev advised that having the physicians become employees of a non-profit LLC subsidiary of the hospital and license all of their tangible and intangible property to the hospital would create a better annual return than a straight sale. Lev helped structure the transaction so that the physician owners made significantly more money when unaffiliated, without selling their practice or changing their day-to-day operations in any meaningful way.
A hospital wanted to partner with physicians to operate an outpatient medical facility.
The hospital wanted to maintain voting, equity and distribution rights at a minimum set threshold while at the same time permitting physicians to move in and out of the investment vehicle with a delineated parameter of voting and profit distribution rights. Lev created a computational method to achieve the hospital’s goal.
Other examples of Lev’s problem-solving skills include:
Tax Litigation. The client, a US coal exporter, paid Coal Excise Taxes on coal that it had purchased from US coal producers and had sold abroad. The tax was later found to be unconstitutional. The IRS and U.S. Court of Federal Claims ruled that the client could not claim a refund of the tax because it did not remit the tax directly to the IRS – the coal producers did. Lev proposed that the client pursue Private Legislation in the U.S. Congress for itself and other exporters. The Legislation passed and the client received a multi-million dollar tax refund. (See, H.R. 6074 [110th], Section 114, The Energy Improvement and Extension Act of 2008; and Emerald International Corp. v. United States, 54 Fed. Cl. 674 (2002); and Emerald International Corp. v. United States, 2:05 - CV - 00151-WOB and 2:06 – CV – 00045-WOB (U.S. Federal District Court, Eastern District of Kentucky))
Tax Transactions. A partnership was having serious disputes because some of its partners’ capital accounts were very negative while others were very positive. The partners could not “freeze” the entity and the negative partners did not want to honor their deficit restoration obligations. Lev was asked to review whether the capital accounts were being properly maintained, and to propose a solution to the dispute and capital account problem. Lev advised that the client to consider converting from a partnership to an S corporation to stop the imbalance on a going-forward basis, and convinced the negative partners to square accounts after backing out depreciation and other non-cash items. The client adopted the changes and the partners amicably resolved their disputes.
General Corporate and Business. Lev advised a software company to sell its intellectual property and source code to a separate legal entity to shield those assets from potential judgment claimants. The holding company licensed the intellectual property and the source code back to the operating software company for use. Later, the software company was sued but was able to settle with the plaintiff on very advantageous terms because the plaintiff realized that it would likely only have the (minimal) assets in the operating company to satisfy any judgment.
Professional Organizations:
Ohio State Bar Association
Ukrainian-American Bar Association
American Bar Association, Business and Tax Sections
Association for Corporate Growth, Cincinnati Chapter
Charitable and Civic Activities and Memberships:
Department of Treasury, Internal Revenue Service, Taxpayer Advocacy Panel,
Committees: Area 4 and Forms and Publications (2007 – Present)
American Bar Association, Committee on LLCs, Partnerships and Unincorporated
Entities, Record Owners Legislation Task Force (2008 – Present)
Speaking Engagements and Presentations:
“Setting the Stage: Preliminary Considerations,” Mastering Mergers and
Acquisitions, National Business Institute (2009)
“Overview of Audit and Opinion Letters,” Northern Kentucky Bar Association (2007)
“Legal Aspects of Paperless Billing,” Joint Presentation by Barnes Dennig, CPA,
ComputerEase Software and DBL (2007)
“General Overview of Intellectual Property Licensing,” Northern Kentucky Bar
Association – Business and Tax Section (2006)
“Legal and Tax Aspects of Preparing a Company for Sale,”
DBL Construction Seminar (2006)
“What Every Business Lawyer Needs to Know About Intellectual Property,”
Northern Kentucky Bar Association – Business and Tax Section (2000)
“LLCs: ‘Departure’ of Members, Intellectual Property, and Securities Issues,”
Northern Kentucky CPA Forum (2000)
Personal:
Lev lives in Mount Washington (Cincinnati) with his wife, Nathalie, their 2 children and their Weimaraner, Nasha.
Summary:
Email: lev@woodlamping.com
Title: Partner
Phone: (513) 852-6074
Fax (513) 419-6474
Mailing Address:
Suite 2500, 600 Vine Street,
Cincinnati, Ohio 45202
Education:
Juris Doctor, 1987,
The Ohio State University Moritz College of Law,
Columbus, Ohio
Bachelor of Arts, 1984,
IndianaUniversity (with Departmental Honors),
Bloomington, Indiana
Bar Admissions:
Supreme Court of Indiana, 1987
Supreme Court of Ohio, 1987
U.S. District Courts, Ohio and Indiana, 1987
U.S. Court of Federal Claims, 2001
U.S. Court of Appeals for the Federal Circuit, 2003
U.S. Tax Court, 2006
Industries:
Food manufacturing
Computer software licensing
Intermodal transport
Healthcare
Food franchising
Medical products
Practice Areas:
General corporate and entity formation
Tax law
Contracts
Mergers and acquisitions
Healthcare
Areas of Focus:
Acquisition/Sale/Spin off of businesses and their assets
Counsel to businesses
Ukrainian-speaking individuals and businesses
Tax
