Bryan Metcalf is a Member in the firm's Tax Practice Area. He joined Bass, Berry & Sims in 1996 and has practiced exclusively in the tax section of the firm. He has particular experience in corporate and partnership taxation and in planning business formations, acquisitions, restructurings and other transactions. Bryan also advises clients on a broad range of compensation-related issues in both the corporate and partnership context, including the implementation of executive and equity-based compensation plans and the analysis of golden parachute and other compensation issues which arise in negotiating mergers and other acquisitions or dispositions. He has written and spoken frequently on tax related issues. Bryan has been named one of the leading corporate lawyers in Tennessee by Chambers USA for 2006-2007 and is listed in The Best Lawyers in America® .
His tax and litigation experience includes the following:
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Representation of several public corporation clients in the planning and implementation of major corporate restructuring (including the spin-off transactions for American Healthcorp, Inc., Landair Corporation and Envoy Corporation).
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Representation of numerous public and private clients in the planning and implementation of nonqualified compensation plans and arrangements such as SERPs, equity-based plans, golden parachute agreements, rabbi trusts, split-dollar arrangements and compensatory grants of partnership interests; representative matters include drafting equity incentive plans for HCA Inc., Brown-Forman Corporation, Performance Food Group Company and Coventry Corporation.
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Advising public and private clients on the implementation and operation of nonqualified compensation plans and the impact of federal tax laws, such as the American Jobs Creation Act of 2004 (creating new Code Section 409A which imposes significant restrictions on nonqualified compensation arrangements), Section 162(m) limitations on the deductibility of executive compensation in excess of $1 million, and Sections 280G and 4999 limitations and excise taxes on excess parachute payments.
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Representation of the following public companies in connection with a variety of state and local tax issues: J.C. Penney Company, Inc., Kellogg Company, Kroger Company, W.R. Grace & Co., Square D Company, Equifax Corporation, Sherwin-Williams Company, Pfizer, Inc., Ford Motor Company and others.
Bryan graduated magna cum laude from Furman University with a B.A. in accounting in 1992 and received his law degree magna cum laude from The University of Michigan Law School in 1995. While at the University of Michigan, Bryan served as an associate editor of the Michigan Law Review. Bryan received his LL.M. in taxation from New York University School of Law in 1996, where he served as a graduate editor of the Tax Law Review.
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