Ross N. Cohen - Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Ross N. Cohen

Listed in Best Lawyers since 2005

Ross Cohen represents clients in the areas of taxation and tax planning, wealth-transfer planning, estate planning, asset protection planning, business organizations, corporate law and mergers and acquisitions. His business practice has involved tax planning for start-up entities and established businesses, executive compensation matters, tax-free organizations, mergers and acquisitions, and representation of clients before the Internal Revenue Service (tax controversy) and state tax authorities (SALT).

Mr. Cohen's work has involved clients in a variety of industries, including real estate, banking, health care, personnel services and manufacturing, among others. In addition, he is frequently consulted on tax matters involved in public finance transactions, and has been involved in the establishment of nonprofit corporations and charitable organizations. Mr. Cohen also represents individual clients in personal and family tax and estate planning (including prenuptial agreements, trusts and the like), business succession, the establishment of private foundations and family investment vehicles, and similar matters.

He is a frequent speaker and prolific writer, having authored a number of articles and technical publications. A certified public accountant since 1980, Mr. Cohen practiced for several years with Coopers & Lybrand (now known as PricewaterhouseCoopers).*

Publications & Speaking Engagements

  • Presenter – "Asset Protection Planning and the Marital Relationship," 2014 Probate & Estate Planning Conference, May 16, 2014
  • Author – "Spotlight on Alabama: Legislature Passes Two Pro-Business Tax Acts," Baker Donelson Tax Alert, March 13, 2014
  • Co-author, Alabama chapter – Doing Business in States Other Than the State of Incorporation (Alabama through Michigan), Bureau of National Affairs, 84 C.P.S.
  • Presenter – "Drafting Flexible and Effective Trusts," M. Lee Smith Publishers audio conference, October 8, 2013
  • Presenter – "Drafting Flexible and Effective Trusts," 2013 Alabama Probate and Estate Planning Conference, May 17, 2013
  • Keynote Speaker – University of Alabama Culverhouse School of Accountancy's Master of Tax Accountancy Anniversary and Reunion Dinner, April 27, 2013
  • Featured Speaker – "A Change in Focus: The Intersection of the Estate Tax and the Income Tax," Homewood, Alabama Rotary Club meeting, April 4, 2013
  • Presenter – "Marital Agreements in Estate Planning," 2012 Alabama Probate and Estate Planning Conference, May 4, 2012
  • Presenter – "Use of Gifting in Wealth Transfer Planning," National Association of Insurance and Financial Advisors, Birmingham chapter, November 10, 2011
  • Presenter – "Business Formation: Choice of Entity, Limited Liability and Piercing the Business Entity Shield," Birmingham Bar Association, November 4, 2011
  • Author – "Gifting – The Quintessential Estate Tax Reduction Technique," print material for 2011 Alabama Probate and Estate Planning Conference, May 13, 2011
  • Presenter – "Overview: Anatomy of an Acquisition," "Alternative Ways to Structure an Acquisition," "Confidentiality Agreement," and "Letter of Intent," National Business Institute seminar, December 10, 2010
  • Presenter – "Taxation of Damages (2010)," Birmingham Bar Association, September 17, 2010
  • Presenter – "Taxation of Damages," Birmingham Bar Association, March 6, 2009
  • Presenter – "Marital Agreements in Estate Planning," Sterling Education Services seminar, May 13, 2008
  • Presenter – "Basic Skills – Estate Planning," and moderator of program, Birmingham Bar Association, April 25, 2008
  • Presenter – "Gifting – The Quintessential Estate Tax Reduction Technique," Lorman Education Services seminar, November 20, 2007
  • Presenter – "Current Hot Topics in Estate Planning," State Farm Insurance Metro Central Agents meeting, October 9, 2007
  • Moderator – "Are We Still in Kansas? An Introduction to the New Alabama Uniform Trust Code," Birmingham Bar Association, July 27, 2007
  • Presenter – "The Anatomy of a Deal and Alternative Acquisition Structures, Including Taxable and Tax-Free Structures for Asset and Stock Acquisitions," Lorman Education Services seminar, November 2, 2006
  • Presenter – "Transfers of Equity Interests as Compensation for Performance of Services," August 29, 2006
  • Presenter – "Fundamentals of Acquisition Transactions in Alabama," "Anatomy of a Deal," and "Deal Structure Alternatives," Lorman Education Services seminar, November 8, 2005
  • Presenter – "Estate Planning: Mastering the Basics," "Irrevocable Life Insurance Trusts," and "Ethics in Estate Planning," Sterling Education Services, June 29, 2004
  • Presenter – "Mergers & Acquisitions" and "Estate Planning for Business Owners and Executives," Lorman Education Services seminar, September 10, 2003 

University of AlabamaBS 1975University of Alabama Graduate School of BusinessUniversity of Alabama School of LawJ.D. 1978University of Alabama School of Law
University of Alabama School of Law, 1985 – 1992 Zeta Beta Tau Fraternity, Psi Chapter (Alabama), 1977 – 2005 Birmingham Venture Club Birmingham Business Alliance's Chairman's Circle Grafman Endowment Fund, 2009 – present Birmingham Tax Forum; Birmingham Estate Planning Council National Association of Estate Planning Councils

Case History

Representative Matters

  • Advised four-generation family-owned manufacturing business (annual sales of approximately $30 million) with business succession planning.
  • Advising family-owned business in beverage industry with respect to intergenerational transfer tax planning.
  • Advised business owners with sale of their businesses during 2013 with transaction values of approximately $2 million to $3.5 million.

Office Location

Wells Fargo Tower, Suite 1400
420 Twentieth Street North
Birmingham, AL 35203
United States

Practice Areas

Closely Held Companies and Family Businesses Law
Mergers and Acquisitions Law
Tax Law (Corporate, Executive Compensation, Mergers & Acquisitions, REITs, State and Local Tax, Subchapter S Corporations, Tax Disputes, Tax Planning, Trusts and Estates, Wealth Management)
Trusts and Estates (Asset Protection, Corporate, Employee Benefits, Estate Planning, Fiduciary Duties, Gift Planning, Nonprofit Organizations and Charitable Giving, Probate, Tax, Wealth Management)