Overview

Jeff McGoff draws on his background as a corporate attorney and certified public accountant to efficiently serve the transactional needs of health care organizations, life sciences companies, retailers, manufacturers, and others.

Jeff focuses his practice on mergers and acquisitions, corporate and partnership taxation, and venture capital and private equity transactions. He also advises on business planning and operational issues.

In mergers and acquisitions, Jeff represents a broad client base of buyers, sellers, privately and publicly held companies, and investors. He regularly advises clients on capital formation matters, including private, exempt securities offerings. Clients value Jeff’s ability to get complex deals done efficiently and cost-effectively and to explain complicated and sophisticated transactions and their federal tax implications in a clear and practical manner.

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In addition, Jeff advises clients on the establishment of non-qualified incentive plans, including option plans, phantom equity plans, appreciation rights, and “profit interest” or “promote” structures.

Before joining Epstein Becker Green, Jeff was a member of the Business Services Group and the Healthcare Regulatory and Transactions Practice of a national law firm.

Jeff is a licensed certified public accountant in the state of Tennessee.

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Focus Areas

Experience

  • Served as counsel to an international nutritional products company in a transaction whereby the equity interest of its institutional investor was redeemed, and in connection therewith, several of its European distributors were acquired.
  • Represented an investor in a transaction involving the sale of a majority stake in a nationally based, fast-casual restaurant franchisor.
  • Counseled an acquirer in connection with the purchase of a manufacturing company with assets based in Honduras.
  • Served as counsel to an acquirer in connection with the purchase of a multiple-site retailer of heavy equipment.
  • Represented an accounting firm with over 60 accountants in a transaction involving the sale of its assets to a publicly traded advisory firm and the transition of its personnel to the acquirer and its affiliated accounting firm.
  • Served as counsel to an acquirer in a reverse takeover of a publicly traded Canadian company.
  • Represented a large industrial gas supplier in an acquisition of a carbon dioxide facility and pipeline lateral.
  • Served as counsel to several companies selling to private equity financial buyers in leveraged acquisitions. Two such companies retained middle market investment banking assistance to manage auctions. In one other such transaction, we also managed the auction itself. Each transaction involved, among other things, the negotiation of complex, multiyear earnout provisions.
  • Provided counsel to a seller in a leveraged ESOP acquisition of 100 percent of the common stock of a large HVAC manufacturing corporation.
  • Represented a seller in a transaction involving the acquisition of a minority stake in an investment advisory firm by an ESOP.
  • Served as counsel to an investment adviser group in connection with the private placement of securities.

Recognition

  • The Best Lawyers in America®
    • Lawyer of the Year, Mergers and Acquisitions Law (Memphis) (2020)
    • Business Organizations (including LLCs and Partnerships) (2024)
    • Mergers and Acquisitions Law (2013 to 2024)
    • Tax Law (2013 to 2024)
  • Mid-South Rising Stars, Tax, Mergers & Acquisitions (2013 to 2014)

Credentials

Education

  • University of Florida (LL.M., 2004)
  • University of Memphis Cecil C. Humphreys School of Law (J.D., 2003)
    • University of Memphis Law Review
  • University of Memphis (M.S., 2000)
  • University of Memphis (B.B.A., 1998)

Bar Admissions

  • Tennessee

Professional & Community Involvement

  • American Bar Association
  • American Institute of Certified Public Accountants
  • Memphis Bar Association
  • Tennessee Bar Association, Tax Law Section, Chairman

Media

Events

Past Events

  • Memphis Bar Association: Graceful Exits from Undesirable Life Insurance Ownership and Disposition Arrangements - Making Good Use of the Exceptions to the Transfer for Value Rules
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Insights

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