Thomas W. Garton
Assistant: Karen Ask, 612.492.7583
“Gathering the facts and knowing the law are critical to practicing law. Listening to and knowing the client are critical to having fun at it.”
Since joining the firm in 1974, Tom has focused on business start-ups, acquisitions, and sales; corporate succession planning; financing; bank and corporate reorganization transactions; and the tax planning involved in each.
Tom assists corporations, partnerships, and individuals in mergers and acquisitions, income tax and business planning. Tom’s experience ranges from day-to-day legal/business counseling of owner-operated businesses and publicly traded corporations to planning and managing acquisition transactions for private, public and international business corporations. He has in-depth experience with the unique business aspects of several industries including manufacturing, distribution and service businesses.
- Tax planning for complex financial and entity restructuring involving multiple mergers, debt adjustments and stock exchange for major extended family-owned building materials company.
- Tax structuring of numerous acquisitions by a public company client involving a variety of tax-free reorganization forms.
- Representation of buyers and sellers in private company M&A transactions.
- Tax-driven restructuring of a related group of tax exempt and taxable entities for a large trade group.
- Ongoing general counsel representation of numerous privately held companies.
Articles & Presentations
June 1, 2016
In December the President signed legislation (the Protecting Americans from Tax Hikes Act of 2015) which made permanent a number of temporary tax provisions that previously had been the subject of serial one-year extensions. One of those provisions is of particular interest to S Corporations.Read More
June 1, 2015
When a C corporation sells all of its assets and distributes the proceeds to its shareholders, the corporation first pays tax on the gain on the sale, and then the shareholders pay a second level of tax on the receipt of the proceeds. However, when an S corporation sells its assets, there is generally only one level of tax on the sale. That tax is imposed at the shareholder level based on the shareholder’s pro-rata share of the gain realized by the corporation on the sale. This single tax result is roughly equivalent to the tax treatment the shareholders would experience on a sale of their stock. Because buyers often prefer to purchase assets rather than stock, this favorable single tax treatment is a significant benefit to S corporation shareholders.Read More
June 2, 2014
Recent conversations among tax professionals have caught the attention of shareholders and advisors of S Corporation banks and bank holding companies. The issue: Do recent tax code changes create a tax advantage to be gained by terminating an S Election and thereby converting the S Corporation to a C Corporation?Read More
December 6, 2013
By Thomas W. Garton & Ilse M. Akbar
Is your bank holding company an S corporation? If so, now is a good time to revisit your governing documents to ensure you have the best protections in place to maintain S corporation status.Read More
September 1, 2013
A new tax tool has been added to our transaction tool kit. It may prove useful in certain bank transactions where the acquired bank (or holding company) is an S Corporation.Read More
Honors & Education
- University of Minnesota Law School, J.D., 1974, magna cum laude
- Carleton College, B.A., Economics, 1969
- Minnesota, 1974
- U.S. District Court for the District of Minnesota, 1975
- U.S. Tax Court, 1975
- The Best Lawyers in America, Tax Law, 2013-present
- Chambers USA: America’s Leading Lawyers for Business, Minnesota-Corporate/M&A, 2006-2016
- Minnesota Law Review, 1972-1973
- American Bar Association, Tax Section
- Minnesota State Bar Association
- Hennepin County Bar Association, Tax Section
- Frequent Lecturer at Continuing Legal Education Seminars
- Adjunct Professor, University of Minnesota Law School, Business Planning, 1981
- Adjunct Professor, William Mitchell College of Law, Income Tax and Business Planning, 1977-81
- Member of Board of Directors and Chair of the Finance Committee, RS Eden
- Pro Bono Volunteer