Michael Hauser is a tax lawyer who specializes in real estate partnerships and associated federal income tax issues. His approach is to be thoroughly involved in his clients’ transactions to enable him to understand the tax, economic and business objectives of private owner-operators of real estate and/or private funds to guide them through transaction structure alternatives and related legal consequences. Michael comprehensively negotiates LLC operating agreements, limited partnership agreements and other joint venture agreements for both single-asset and fund structures, as well as “promote” and profit-interest agreements, restructuring incident to 1031 exchanges, retained equity agreements, preferred equity, in-kind contribution agreements, buy-sell agreements, tenant-in-common structures and other agreements in a tax-efficient manner and with attention to legal and economic objectives of the client. Michael has extensive experience in representing real estate owners and funds in ventures involving both private investors as well as institutional investors such as REITs, investment funds and non-profit entities. Michael, who is also a CPA, additionally focuses on IRS audits, tax-reporting of complex partnership matters and mathematical projections and formulas for tax, financial and contract-drafting purposes.
- Represented group of private real estate partnerships with over $1 billion in assets in restructuring to “roll up” ownership into joint venture with institutional partner, handling both tax and non-tax aspects of deal.
- Represented client in establishing $100 million-plus real estate fund with institutional partners involving tax-deferred contribution of properties to “operating partnership” in REIT structure.
- Assisted client in restructuring partnerships involving $40 million-plus in equity infusions needed for low-basis property while preserving favorable tax treatment.
- Represented real estate fund on $100 million-plus transaction involving an entity restructuring and partially tax-free treatment.
- Structured dozens of 1031 exchanges in complex situations involving entity restructuring, tenancy-in-common and/or partial ownership changes.
Tax Controversy and Tax Compliance
- Represented entrepreneur in audit conducted by the “Global High Wealth” division of the IRS involving dozens of business transactions, partnerships and other entities and secured a “no-change” letter in resolution of the audit.
- Secured numerous private letter rulings from the IRS.
- Represented a decedent’s estate in Tax Court litigation in which the IRS sought over $1 million in taxes and obtained a favorable settlement in which the estate received a tax refund from the IRS.
- Drafted Motion for Reconsideration in Michigan Tax Tribunal case, causing Judge to reverse her own prior ruling, saving taxpayer more than $1 million in sales tax.
- Reduced client’s tax liability by $9 million relative to initial planned tax-reporting position by assisting client and CPA in determining set of eligible tax elections to mitigate tax due.
- Appealed IRS audit assessment of more than $2 million against self-employed business owner and reduced liability to $7,000.
- Worked jointly with CPA in securing “no-change” letter from IRS in response to challenge of $10 million worthlessness deduction.
- summa cum laude
- interned for the IRS Office of Chief Counsel during law school
- magna cum laude
- Consistently recognized in Best Lawyers in America (2016-2022) for tax law
- Michigan Super Lawyers, Recognized as a Rising Star, 2010-2012
Professional & Community Involvement
Served as Adjunct Professor at Western Michigan Cooley Law School (2006-2018) teaching Federal Income Taxation of Real Estate
News & Insights
- Publication | Business Entities | September/October 2010
- Dealer Status and the Condominium Conversion: Three potential strategies can help to stay on the right side of the “indistinct line of demarcation between investment and dealership”Publication | Journal of Real Estate Taxation | Second Quarter 2007
- Avoiding ‘Dealer’ Status to Obtain Capital Gains: The Tax Court’s Phelan decision shows one more way in which it can be donePublication | Journal of Real Estate Taxation | Second Quarter 2005