Mark L. Astling

Mr. Astling advises a variety of corporate and pass-through entities and individuals on federal and state tax issues, including business formations, equity compensation, mergers and acquisitions, debt and equity offerings, tax accounting, tax exempt organizations, and other tax planning matters. He also represents taxpayers in IRS and state audits and administrative appeals, as well as deficiency litigation in the U.S. Tax Court.

Mr. Astling joined D|J|P in 2009, after practicing in the Salt Lake office of Stoel Rives for three years. Prior to that, he worked for three years with Deloitte & Touche as a tax consultant.

Education

University of Minnesota Law School - J.D., cum laude (2003)

University of Utah - B.S., Accounting (2000)

Admitted to Practice

  • All State and Federal Courts in Utah
  • Minnesota
  • United States Tax Court
  • Utah

Prior Professional Experience

  • Tax and Corporate Associate, Stoel Rives, Salt Lake City, Utah
  • Tax Consultant, Deloitte & Touche, Minneapolis, Minnesota

Professional and Civic Activities

  • Member, Tax Law Sections, American and Utah Bar Associations
  • Qualified Tax Expert, Centro Hispano Low Income Taxpayer Clinic (2007-present)
  • Listed in Mountain States Super Lawyers

Publications

  • "A Primer on Equity Compensation," Business Connect Magazine (February 2008)
  • "Notes and Trends: Tax Law" (coauthor) Bench & Bar Minnesota (May 2003)

Representative Cases/Deals

M&A, Finance and Business Combinations

  • Represented ZAGG, Inc. (Nasdaq: Zagg) in strategic acquisition of iFrogz, and related financing
  • Represented brownfield remediation company in recapitalization and joint offering
  • Represented internet-based education company in 30 percent minority sale to private equity fund for $15 million
  • Represented medical device company in $2 million Series A round
  • Represented commercial bank in connection with secured loans to borrower in the trucking industry
  • Represented owner of private company in connection with buy-out of minority interest holder and subsequent restructuring

Tax Consulting

  • Represented publicly traded company in connection with structuring tax-free intercompany reorganization
  • Represented private insurance company with pre-transaction spin-off of divisional assets, tax minimization restructuring, and tax-free combination of remaining company assets with acquiror’s special-purpose entity
  • Design and implement incentive stock option plan for private company in manufacturing business
  • Represented a publicly traded precious metals exploration and mining company in connection with tax issues relating to SEC reporting

Tax Controversy

  • Successfully resolved IRS audit on behalf of privately held investment fund regarding mischaracterization of extraordinary dividend and presale dividend with a potential tax liability of $5.6 million
  • Successfully appealed proposed assessment of approximately $1 million in tax, penalty and interest by IRS on behalf of a general contractor relating to audit of method of accounting, unreported income and loan characterization
  • Obtained abatement of IRS penalties relating to $1.2 million gambling loss disallowance and annuity income reporting issues for individual
  • Drafted lead argument for protest letter regarding the characterization of $15 million contract termination payment as capital rather than ordinary income
  • Prepared petition for redetermination, negotiated written stipulation of facts and was second chair for oral argument in connection with administrative appeal of $400,000 Utah sales and use tax imposed on oil and gas cement servicing company’s delivery and installation services
  • As student attorney, briefed and argued appeal to Eighth Circuit Court of Appeals on whether a value-added payment received from a cooperative was self-employment income to a retired farmer

Miscellaneous

  • Represented private company in connection with implementation of Foreign Corrupt Practices Act compliance program