Emily M. Dorisio

Ms. Dorisio’s practice encompasses all aspects of Federal income taxation of businesses and individuals, including entity formation, mergers, acquisitions and other business transactions, as well as the Federal and state income tax and corporate law issues of nonprofit organizations. Ms. Dorisio routinely:

Advises with respect to the appropriate entity choice for new businesses.

Drafts Operating Agreements for disregarded entities, partnerships and corporations.

Forms nonprofit corporations, applies for tax-exempt status with the IRS on their behalf and advises with respect to compliance issues, unrelated business income, Form 990 reporting, joint ventures and partnerships.

Advises with respect to the tax consequences of sales, acquisitions, mergers, liquidations, redemptions and other business transactions.

Advises with respect to, and structures, 1031 exchanges.

Advises with respect to incentive compensation in corporations and partnerships.

• Represented a healthcare network in a complex transaction wherein the buyer purchased all of the equity of the client primarily using their equity as a bolt on acquisition, as it was driving for a SPAC or public offering.
• Represented a software company in its purchase of the equity in a real estate company as a bolt on acquisition, including drafting and negotiating the deal documents and performing due diligence.
• Representing a manufacturing company in defense of an IRS targeted audited campaign.
• Secured “No Change” federal audit determinations for clients utilizing micro-captive insurance.
• Represented a state licensed cannabis company in closing a senior secured debt refinancing transaction.
• Engaged by an employee virtual mentoring company for assistance in closing a recapitalization and several small bolt-on acquisitions.
• Represented a pharmaceutical and medicine manufacturing industry in its merger with several limited liability cannabis companies.
• Assisted a client in establishing a private foundation.
• Represented a company in the acquisition of another company’s equity for cash and an extended earn out.
• Retained by a food manufacturer to prepare a multiple member operating agreement, as well as the investment documents for an initial small capital raise, with plans of moving towards a multi-million dollar raise within the year.

• Author, “May I have a Deduction, Please?,” Dickinson Wright Tax Blog, March 2021
• Author, “Relief for Partnerships,” Dickinson Wright Tax Blog, April 2020
• Author, “Even COVID-19 Can’t Stop the Scammers,” Dickinson Wright Tax Blog, April 2020
• “Legislative and Legal Update for Nonprofits and Donors,” Central Kentucky Planned Giving Council, August 2011
• Limited Liability Companies in Kentucky, 3d ed., Chapter 3: Choice of Entity – Income Tax Considerations and Chapter 12: Federal Income Tax Aspects of Operation of an LLC, University of Kentucky Monograph, co-author, 2011
• American Bar Association’s Property Tax Deskbook, Kentucky Chapter, Co-author
• “Basic Legal Issues Affecting E-Commerce Businesses,” Kentucky Small Business Development Center, March 2001