Francis A.Muracca II (Fran)

Partner

Pittsburgh + 1.412.394.7939

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Fran Muracca's practice centers on advising middle market privately held business owners and family offices on a range of entity structure, transaction, and U.S. tax issues, including captive insurance solutions, qualification and risk sharing, and distribution. He advises on the form of business entity and structure of business acquisitions and dispositions to minimize federal income tax consequences. In addition, Fran counsels affluent business owners on wealth preservation and on integrated succession and governance planning, including maximizing wealth through liquidity, diversification, and derivative initiatives.

Fran advises significant private entities and leading upper middle market companies. He also advises principal owners of professional sports teams on valuation, ownership rights, and structure. Fran sustained a multibillion valuation of an NFL team in an ownership dispute.

In addition to his holistic tax and business succession counseling, Fran represents clients in federal tax controversies at the administrative dispute resolution level before the IRS and in litigation before the United States Tax Court. He has successfully defended iconic sports brands and regional and national private business owners against challenges raised by the IRS involving the valuation of privately held business interests, unreasonable compensation, constructive dividends, and tax-motivated transactions. He also has defended professional firms on challenges raised by the IRS involving "intermediary tax shelter" transactions.

Fran is a member of the national board of advisors for BNA Tax Management, a director of The Pittsburgh Penguins Foundation, and a member of the NHL HIFE (hockey is for everyone) diversity advisory committee. He is a 2017 Jefferson Awards Foundation recipient.

Experience

  • Frank Calandra, Inc. and Calandra Group receive investment from FalconPointJones Day advised the equityholders of Frank Calandra, Inc. (FCI) and Calandra Group, LLC (CG) in connection with a more than $250 million minority investment by FalconPoint Partners II, LP.
  • Riverside portfolio company acquires Miracle MethodJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Threshold Brands of Miracle Method, the leading franchised provider of bath and kitchen refinishing services in the United States.
  • Frank Calandra, Inc. subsidiary JM Steel acquires Five Star Roll FormJones Day advised Frank Calandra, Inc. in the acquisition by subsidiary JM Steel Corp. of Five Star Roll Form LLC, a distributor of flat-rolled steel products.
  • Signature Aviation sells TAC Air FBOs to Atlantic AviationJones Day advised Signature Aviation in its divestiture of three TAC Air fixed base operations at Omaha, Nebraska (OMA); Raleigh-Durham, North Carolina (RDU); and Hartford, Connecticut (BDL) to Atlantic Aviation.
  • International ground support company successfully represented in business valuation disputeJones Day successfully represented a leading international manufacturer of ground support products critical to the safety of the mining, tunneling, and civil construction industries in a business valuation dispute before the Internal Revenue Service defeating any assessment.
  • Hirtle Callaghan & Co sells portfolio of interests in over 30 private equity fundsJones Day represented Hirtle Callaghan & Co in connection with the sale of a portfolio of interests in over 30 private equity funds.
  • Signature Aviation acquires 14 TAC Air locations Jones Day advised Signature Aviation in the acquisition of the TAC Air business of The Arnold Companies.
  • CBC Companies invests in GuardinexJones Day advised CBC Companies, Inc. in the $5 million Series A financing of Guardinex Inc., a creator of Machine Learning technology to prevent Identity Fraud.
  • National market-leading pharmacy benefits firm designs and implements sponsored captive insurance solution for employersJones Day advised a national market-leading pharmacy benefits firm with the design and implementation of a sponsored captive insurance solution for employers to manage high-cost specialty drug risk.
  • CBC Companies participates in minority investment in SoftWorks AIJones Day advised CBC Companies, Inc. in its participation in a minority investment in SoftWorks AI, provider of the Trapeze intelligent mortgage automation platform, led by Long Ridge Equity Partners.
  • Jennmar sells ownership of Rocbolt Technologies in China, South Africa and Mongolia to SandvikJones Day advised Jennmar Corporation in the sale of its ownership of Rocbolt Technologies in China, South Africa and Mongolia to Sandvik.
  • Prominent national university negotiates renewal of athletic coach's employment contractJones Day assisted a prominent national university with drafting and negotiating the renewal of an athletic coach's contract, which included a deferred compensation agreement and a split-dollar life insurance plan.
  • Iconic international sports enterprise successfully represented in business valuation disputeJones Day successfully represented an iconic international sports enterprise in a business valuation dispute before the Internal Revenue Service resulting in a tax refund rather than an substantial assessment.
  • NHL minority owner represented in partial sale of NHL teamJones Day represented a minority owner in a partial sale of their interests in a NHL team.
  • Bad Boy receives investment from The Sterling GroupJones Day advised Bad Boy, Inc., a leading manufacturer of high-performance zero-turn riding lawn mowers, in its cash and stock sale to The Sterling Group.
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • NEP Group acquires SOS Global ExpressJones Day advised NEP Group in its acquisition of SOS Global Express, an independent international freight forwarding and full-service logistics company that specializes in supporting clients in broadcast, entertainment, music, and professional sports teams and leagues.
  • NEP Group acquires Aerial Video SystemsJones Day advised NEP Group in its acquisition of Aerial Video Systems, the Burbank, California-based provider of a range of HD wireless camera systems, aerial productions, and mobile audio and video RF solutions for sports, entertainment, and film clients.
  • Founding owner of professional sports team successfully represented in multibillion dollar ownership valuation disputeJones Day successfully represented a founding owner of professional sports team in a multibillion dollar ownership valuation dispute, recovering 100% of the claim at issue.
  • Tecum Equity Partners acquires Pinnacle CranesJones Day acted as tax and finance counsel to Tecum Equity Partners in the acquisition of Pinnacle Cranes, a crane service company.
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    April 20, 2023 Firm Hosted

    Jones Day's 2023 Pittsburgh Speaker Series: Protecting Privilege in Dual-Purpose Communications With Tax Attorneys

    July 2020 Alert

    IRS to Begin Examination of Hundreds of High-Wealth Individuals Starting July 15

    September 2018 External Publications

    The U.S. Addresses its Role as a Tax Haven

    January 2018 Commentary

    New U.S. Tax Law Leaves Non-U.S. Person Estate Tax Intact

    January 2018 Jones Day Publications

    The U.S. Tax Cuts and Jobs Act: Fundamental Changes to Business Taxation

    January 2012 Commentary

    West Virginia and Pennsylvania Tax Policy for the Marcellus and Utica Shale Formations: Ensuing Border Wars?

    October 2011 Jones Day Publications

    Pennsylvania Lawmakers Fail to Address Pressing Needs Regarding Natural Gas Industry In 2011-12 Budget, Jones Day State Tax Return

    July 2011 Commentary

    Marcellus Shale: Lawmakers Fail to Address Pressing Needs Regarding Natural Gas Industry in 2011–12 Budget

    December 2010 Commentary

    The Marcellus Shale Formation: Pennsylvania Lawmakers Face Severance Tax Hurdle

    December 2010 Jones Day Publications

    The Marcellus Shale Formation: Pennsylvania Lawmakers Face Severance Tax Hurdle, Jones Day State Tax Return
    View All

    April 20, 2023 Firm Hosted

    Jones Day's 2023 Pittsburgh Speaker Series: Protecting Privilege in Dual-Purpose Communications With Tax Attorneys

    Additional Speaking Engagements

    • March 8, 2018
      ASPIRE 2018 Smart Business Conference
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • May 14, 2014
      M&A Transactions, Council On State Taxation Regional Meeting
    • February 14, 2013
      Jones Day Regional Energy Conference, Harnessing Regional Opportunity in the new Energy Economy
    • June 18, 2009
      2009 Speaker Series: Captive Insurance and International Reinsurance
    • June 18, 2009
      2009 Speaker Series: Captive Insurance and International Reinsurance

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