JONATHAN A. KARP Email: JonKarp@Reish.com Jon Karp is a shareholder of the law firm of Reish Luftman Reicher & Cohen, a Professional Corporation, representing medium sized, closely-held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales, and professional services. He is both an attorney and a Certified Public Accountant. Jon is currently Vice President of the Los Angeles Chapter of the California Society of Certified Public Accountants and chairs the Management of an Accounting Practice (MAP) Committee. In 2004, the California CPA Education Foundation honored Jon with the Conference Volunteer of the Year Award. The award recognized Jon's service to the Foundation's conferences, both chairing and speaking at them. Jon also received a Special Recognition Award in 2004 from the Los Angeles Chapter of the California Society of CPAs for his service to that organization, particularly in revitalizing the local MAP Committee. In addition, Jon was recognized by Law & Politics as a top Southern California lawyer, featured in Los Angeles magazine in 2004 and 2005. Areas of Practice Business Employment Law Tax, Estate Planning & Probate Professional Experience Jon has represented middle sized, closely-held corporations in multiple matters. Samples of transactions in which he has advised clients include: Represented a publicly traded company in the acquisition of majority control of a privately held company and eventual acquisition of the remaining outstanding stock. Represented a company in acquiring all of the assets of a competitive company and preparation of associated consulting agreements and covenants not to compete. Represented a company interested in acquiring competitors, but requiring evaluation of their operations. Due to extreme financial distress, the target companies could no longer continue operations during the evaluation period, so an operating agreement was negotiated to enable the client to operate the businesses during the evaluation period. As a result of the evaluation, the client elected not to acquire the other businesses and successfully avoided any liability to these businesses as a result of the terms of the operating agreement. Represented sellers of multiple privately held businesses, including advising them on the methods of structuring the sale to minimize taxes and thereby increase net proceeds received by the sellers. Structured, negotiated and consummated sales of privately held companies to large, publicly traded companies, both for stock in the public company and for cash, including bonuses and earn-outs based on the future operations of the business. Represented one of the owners of corporations who had irreconcilable differences with the other owner. In one case, structured, negotiated and consummated the division of the business into two separate divisions, in a tax free manner, thereby allowing each owner to independently operate their own business, with the added benefit of avoiding litigation between the parties. In other cases, structured, negotiated and consummated the purchase, by the minority shareholder, of the majority shareholder's stock, or the purchase, by an Employee Stock Ownership Plan, of the minority shareholder's stock. Reviewed the existing buy-sell agreement for a new client and, after discovering that its provisions could lead to the company's ultimate bankruptcy, amended the agreement to protect the company. Represented employees contemplating purchasing the company from their employer. Explained the need for agreements between them, regarding their respective rights, duties and obligations, and imposing restriction on the transfer of their interests in the business. Prior discussion of these issues before they acquired the stock raised areas of disagreement, which, if not resolved prior to the acquisition, would have resulted in major conflicts and possible litigation. Structured the purchase of a terminated employee/shareholder's stock to maximize tax benefits to the company while eliminating potential liability to the terminated employee, through use of severance pay, a consulting agreement, a covenant not to compete and a general release from the employee. Assisted co-owners of a corporation in structuring the terms of a buy-sell agreement which was fair and equitable to both a shareholder who might withdraw, become disabled or die, as well as the remaining shareholders and the corporation. Consulted in the use of insurance to fund both death and disability buyouts. Assisted client with high employee turnover in the development and implementation of a trade secret program to protect confidential client lists, secret processes and other information. Assisted clients starting new businesses in the selection of the appropriate legal structure which would minimize potential exposure to claims of third parties, provide maximum flexibility for tax planning and allow for the expansion of the business through the sale of additional ownership interests. Assisted client concerned about reclassification of its workers from independent contractors to employees in structuring job descriptions and preparing independent contractor agreements in order to minimize exposure to assessment of additional taxes and penalties. Assisted clients in developing compensation based employee retention incentives and programs, such as phantom stock, incentive stock and stock appreciation plans. Publications and Presentations Jon has co-chaired and spoken at annual conferences of the California CPA Education Foundation, and has lectured for numerous study groups of the California Society of Certified Public Accountants and to various accounting firms, legal groups and trade associations on business related tax topics. He has served as an Adjunct Professor at USC in the Masters of Business in Taxation Program and has guest lectured at the UCLA Law School. Jon is the author or co-author of several business and tax related articles including: "The Insider: Well Planned and Structured Agreement Key to Successful Internal Succession," California CPA Magazine (September 2006); "Looking Ahead: Too Often, CPAs Ignore Their Own Succession Planning Advice," California CPA Magazine (June 2006); "Partner Compensation," Los Angeles County Bar Update (August 2003); "Know What You're Getting Into," California CPA (July 2003); "Agree to Buy/Sell," Wells Fargo Business Advisor (Sept/Oct 2000); "Mistakes in Selling a Business Can Be Costly," Los Angeles Business Journal (November 22, 1999); "Are Your Employees Properly Classified?," Outlook (Summer 1998); "Buy-Sell Agreements Are Crucial for Every Business," Los Angeles Business Journal (July 27, 1998). In addition, he has been quoted in several publications including: "Looking Toward the Future Difficult for Some Firms" and "New Accounting Mantra: Recruit, Recruit, Recruit," San Fernando Valley Business Journal (August 20, 2007); "6 Things You Must Do Today to Thrive Tomorrow," AICPA CPA Insider (July 19, 2004); "Bullet-Proof Your Merger," Fortune Small Business Online (May 20, 2001); "Confronting Retirement," Journal of Accountancy (July 2000); "Partners on the Edge," Inc. (August 1998), and "'Roll-Up' Firms Want You," Nation's Business (July 1998). Education Jon received his J.D. from the University of Michigan in 1976. He graduated, with highest honors, with a B.S. in Finance from the University of California at Berkeley in 1973.