Gerald E. Kubasiak

Attorney
Chicago
Phone: (312) 212-8204
Fax: (312) 971-1070
Email: gekubasiak@quinlanfirm.com

Bio

Jerry brings to the firm an extensive background in both tax and corporate planning as well experience in applying those skills in dealing with complex litigation. His practice has ranged from being a partner with a small New York City boutique tax firm,  a principal of an international law firm to being a founding member of his own firm. In summary form, his experience is broken out as follows:

Corporate
This has included the representation of privately held businesses, both domestic and foreign, and providing strategic planning in “problem” transactional matters in dispute. The practice has included the acquisition and disposition of businesses as well as ongoing management issues, preparation of shareholder agreements, employment agreements, stock option agreements, and related tax, estate, and succession planning documents. The “problem” transactional practice has involved complex corporate and tax issues and has addressed such matters as shareholder, partner and related ownership disputes, employment issues, retirement benefits and tax issues.

Tax
In addition to corporate and related estate planning, his practice has also, included submitting requests for rulings from the Internal Revenue Service, representing clients in audits of tax returns, and taking those disputes through the appellate process, through the U.S. Tax Court, the Federal District Court as well as the Court of Appeals. These matters have included representing approximately 100 partners in audits resulting from the allocation of losses from the partnership, individuals being charged with trust fund liability resulting from an entity’s failure to pay employment and withholding tax, valuation issues with respect to estates which have included disputes over “built in gains,” “blockage” and disputed issues over the valuation of “Sub-chapter S” corporations.

Estates and Trusts
This practice has ranged from basic planning to resolving contested estates in court. The planning and administration extends from drafting underlying documents through the administration of a decedent’s estate. Generally, these matters have involved ownership of closely held business entities or large holdings of real estate. The matters have included succession issues, the control of entities, as well as the valuation of ownership interests.

Judicial Experience

From March 2011 through March 2017, Jerry served as a Judge on the Illinois Court of Claims. In that capacity, he presided over a wide variety of claims against the State of Illinois. These included contractual claims, claims resulting from personal injury, issues relating the Freedom of Information Act and complex procedural issues dealing with the jurisdiction of the Court.

Education

  • L.L.M. (in taxation) New York University School of Law
  • J.D., Loyola University School of Law
  • B.A., Western Michigan University

Admissions

  • State of Illinois Bar
  • State of New York Bar
  • U.S. District Court, Northern District of Illinois
  • U.S. Court of Appeals, 7th Circuit
  • U.S. Supreme Court

Representative Matters

Representative Matters Involving Ownership and Valuation Disputes

Two Brothers: Supermarket Chain: This involved a dispute between two brother that owned and operated a chain of supermarkets along with related parking facilities. The dispute included claims of fraud and breach of fiduciary duty as well as a dispute over valuation. The dispute was resolved with the purchase of the supermarkets by one brother and the formation of a partnership for the continued ownership of the parking facilities.

Heirs and Beneficiaries: Professional Sports Franchise: Represented the children of a decedent whose estate included a minority interest in a major sports franchise. A significant issue in the case was a corporate reorganization designed to modify the interest of our clients’ ownership interest in the franchise. The matters addressed included complex issues of federal tax, corporate law, valuation and fiduciary duty.

Out of wedlock children and Surviving Spouse: Real Estate Interests: This involved children born outside of marriage but acknowledged by their father in a dispute over their father’s estate and their claim to the ownership of a substantial real estate business. This was resolved by bifurcating the remainder trust established by the decedent and creating a separate trust for these children.

Child and Stepmother: Rental Property: This involved the only child of a decedent in a dispute with her stepmother over control of her father’s estate, which included a substantial rental property. The case was complicated by the fact that the will was poorly drafted (ironically by the decedent himself) and as a result created several complex interpretations of the decedent’s intent. The matter was resolved with the child obtaining the rental property and control of a family foundation.

Surviving Spouse and Sister-in-law: Privately Held Business: This involved a dispute by a widow (whose husband’s estate had a 50% interest) with her sister-in-law who owned the other 50% who was acting as executor and trustee of the decedent’s estate. This matter covered a range of issues including fiduciary duties, interpretation of the shareholder agreement, accounting and valuation issues.

Daughter and Trustee: Real Estate Interests: This involved one of several siblings in a dispute over her interest in trusts by her father which owned various parcels of real estate. The issues included trust accountings and tracking transfers made among multiple trusts by the decedent-trustee. The matter also involved the disqualification of the law firm for the estate because of a conflict of interest.

Mother-Daughters: Family Business: This involved a dispute between a mother and her daughters over control of an estate. The principal asset was a controlling interest in a closely held business. It also dealt with substantial transfers to the daughters shortly before the father’s death; it also dealt with the payment of retirement benefits and the presence of conflicting trusts created by the decedent. The father had a second estate plan without advising the second attorney of an earlier trust designed to receive the retirement benefits.

Father-Son: Family Business: The ownership was 50/50. The son was the president. The father wanted to bring in his children by his 3rd marriage. The son, as president objected. The father filed a corporate oppression suit. The matter dealt with the interpretation of the company’s by-laws, the elements for oppression, the entitlement to attorney’s fees and valuation issues.

Husband-Wife: Family Business: In this matter the husband originally had a 51% interest. He was convinced to transfer control to his wife to qualify as a woman owned business. Shortly after that, the wife as president fired the husband and filed for divorce. It dealt with corporate oppression, the propriety of certain corporate action, fraud as well as valuation problems.