Adam J. Tutaj

Adam J. Tutaj

Attorney Profile

Top Rated Business & Corporate Attorney in Milwaukee, WI

Meissner Tierney Fisher & Nichols S.C.
 | 111 East Kilbourn Avenue, 19th Floor
Milwaukee, WI 53202
Phone: 414-273-1300
Fax: 414-273-5840
Selected To Rising Stars: 2010 - 2012, 2014
Licensed Since: 1999
Practice Areas:
  • Business/Corporate (40%),
  • Tax: Business (30%),
  • Health Care (30%)
    Attorney Profile
    AREAS OF PRACTICE: Corporate & Business Organization & Governance; Business Transactions; Tax Planning For Individuals & Businesses; Tax Audits And Appeals; Health Law (Including Billing Matters, Privileges Issues, And Exclusivity Rights)

    About Adam Tutaj

    Admitted: 1999, Wisconsin

    Professional Webpage: http://www.mtfn.com/attorneys/attorney.php?ID=14

    Honors/Awards:

    • Best Lawyers is the oldest and most respected peer-review publication in the legal profession., The Best Lawyers in America, Best Lawyers, 2014
    • Martindale-Hubbell® Peer Review Ratings™, the gold standard in attorney ratings, have recognized lawyers for their strong legal ability and high ethical standards for more than a century., Martindale - Hubbell AV Preeminent Peer Review Rated, Martindale-Hubbell
    • Martindale-Hubbell® Peer Review Ratings™, the gold standard in attorney ratings, have recognized lawyers for their strong legal ability and high ethical standards for more than a century., Top-Rated Lawyer in Healthcare, American Lawyer Media and Martindale-Hubbell, 2016

    Bar/Professional Activity:

    • Member, State Bar of Wisconsin Business Law Section (Co-chair of Subcommitee on LLCs), 2019
    • Member, ABA Business Law Section, 2019
    • Member, Small Business Council of America, 2019
    • Member, Milwaukee Bar Association (Former Co-Chair of Taxation Section), 2019
    • Member, ABA Health Law Section, 2019
    • Member, ABA Committee on LLCs, Partnerships and Unincorporated Business Organizations, 2019
    • Immediate Past-Chair, State Bar of Wisconsin Health Law Section, 2019
    • Member, ABA Tax Law Section, 2019

    Pro bono/Community Service:

    • Wisconsin Scholastic Chess Federation, Director, and Secretary, 2019
    • Director, The Davidson Yell and Tell Foundation (a child safety education organization founded by Jean Davidson, granddaughter of the Harley-Davidson co-founder), 2008 – Present, 2019
    • Former Director (past chairperson), Vital Voices for Mental Health (an advocacy group for consumers of mental health services and their families), 2001-2005., 2005

    Scholarly Lectures/Writings:

    • Presenter, Choosing a Form of Business Entity: Principal Considerations, Including the Impact of the Tax Cuts and Jobs Act, State Bar of Wisconsin Annual Meeting & Conference (June 21, 2018), Presenter, Choosing a Form of Business Entity: Principal Considerations, Including the Impact of the Tax Cuts and Jobs Act, State Bar of Wisconsin Annual Meeting & Conference , Business, 2018
    • It is easy to put-off thinking about the potential tax consequences of a settlement orjudgment until it is imminent or already in hand. However, by that time, the parties (andclaimants in particular) may find that certain planning opportunities have already beenforeclosed—as even the initial demand letter or complaint could have significant consequencefor how the settlement payment or judgment will be characterized and taxed., Presenter, Tax Treatment of Settlements and Judgments in Employment Law Claims , State Bar of Wisconsin Labor & Employment Law Section CLE Luncheo, Employment, 2018
    • The seminar examined entity formation and how proper formation sets the stage for a business’s success. Adam and Henry outlined key principles to consider when assisting clients in selecting an appropriate business entity, such as governance structures, fiduciary duties, rights, and limits, and tax implications., Program Chair and Presenter, Choosing & Forming the Right Business Entity for Your Clients, State Bar of Wisconsin, Health Care, 2017
    • Speaker, HIPAA & HITECH: Where Are We Now?, State Bar of Wisconsin Health, Labor and Employment Law Institute (August 24, 2012), Speaker, HIPAA & HITECH: Where Are We Now?, State Bar of Wisconsin Health, Labor and Employment Law Institute, 2016
    • Wisconsin’s Attorney General, in considering the predecessor statutorylanguage—i.e., “treat the sick”— observed that “[t]his definition is about as far-reachingas any that can be found.” See 39 Op. Atty. Gen. Wis. 10 (June 6, 1950). In this opinion,the Attorney General considered the question of whether the operation of a laboratory,which conducted certain medical tests (including blood and other tests), constituted“treating the sick.” The Attorney General concluded that it did not, Author, Wisconsin's Corporate Practice of Medicine Doctrine: Dead Letter, Trap for the Unwary, or Both?, State Bar of Wisconsin, Health Care, 2015
    • Presenter, Operations of ACO's, American Association of Accountable Care Organizations Webinar Series (June 23, 2011)., Presenter, Operations of ACO's, American Association of Accountable Care Organizations Webinar Series, 2011
    • Presenter, Introduction to HUD/FHA Financing for Real Estate Development, State Bar of Wisconsin Real Estate & Business Law Institute (June 9, 2011), Presenter, Introduction to HUD/FHA Financing for Real Estate Development, State Bar of Wisconsin Real Estate & Business Law Institute, 2011
    • Presenter, Tax Exempt Considerations for ACO's, American Association of Accountable Care Organizations Webinar Series (July 14, 2011), Presenter, Tax Exempt Considerations for ACO's, American Association of Accountable Care Organizations Webinar Series, 2011
    • Author, Choice of Entity in the Age of Subsidy: Recent Developments in the Tax Treatment of Amounts Received from "Non-Owners" Under Sec. 118 and Common Law Contribution to Capital Theories, Journal of Passthrough Entities (November/December, 2011), Author, Choice of Entity in the Age of Subsidy: Recent Developments in the Tax Treatment of Amounts Received from "Non-Owners" Under Sec. 118 and Common Law Contribution to Capital Theories, Journal of Passthrough Entities, 2011
    • Co-Author (with Thomas J. Nichols), The Impact of Current and Proposed Tax Law Changes on Top Marginal Rates and Related Choice of Entity Considerations, Journal of Passthrough Entities (Nov/Dec 2010), Co-Author (with Thomas J. Nichols), The Impact of Current and Proposed Tax Law Changes on Top Marginal Rates and Related Choice of Entity Considerations, Journal of Passthrough Entities, 2010
    • Presenter, Representing the Wisconsin Closely-Held Business, State Bar of Wisconsin CLE (June 2010), Presenter, Representing the Wisconsin Closely-Held Business, State Bar of Wisconsin CLE, 2010
    • Presenter, Choice of Entity in Wisconsin: New and Old Considerations in Light of Recent and Pending Developments, State Bar of Wisconsin 33rd Annual Corporate Practice Institute (December 2009), Presenter, Choice of Entity in Wisconsin: New and Old Considerations in Light of Recent and Pending Developments, State Bar of Wisconsin 33rd Annual Corporate Practice Institute, 2009
    • Author, Disregarded, But Not Forgotten: The Treatment of Disregarded Single Member LLCs for Employment Tax Purposes, 12 J. Passthrough Entities 7 (November/December 2009), Author, Disregarded, But Not Forgotten: The Treatment of Disregarded Single Member LLCs for Employment Tax Purposes, 12 J. Passthrough Entities 7, 2009
    • Presenter, Ethical Dimensions of Advising Clients About Record Retention Policies, Milwaukee Bar Association Health Law Section CLE (March 20, 2008), Presenter, Ethical Dimensions of Advising Clients About Record Retention Policies, Milwaukee Bar Association Health Law Section CLE, 2008
    • Moderator, Medical Tourism Meets Health Law: A U.S. - EU Dialogue, University of Wisconsin International Law Journal CLE Presentation (March 7, 2008), Moderator, Medical Tourism Meets Health Law: A U.S. - EU Dialogue, University of Wisconsin International Law Journal CLE Presentation, 2008
    • Presenter, Ethical Considerations in Advising Clients Regarding the Preservation, Destruction and Production of Records and Other Information, State Bar of Wisconsin 2008 Health Law CLE (February 8, 2008), Presenter, Ethical Considerations in Advising Clients Regarding the Preservation, Destruction and Production of Records and Other Information, State Bar of Wisconsin 2008 Health Law CLE, 2008
    • Presenter, Just Outside the Event Horizon: Restrictive Covenants Beyond the Scope of Wis. Stat. § 103.465, State Bar of Wisconsin 31st Annual Corporate Practice Institute (December 4, 2007), Presenter, Just Outside the Event Horizon: Restrictive Covenants Beyond the Scope of Wis. Stat. § 103.465, State Bar of Wisconsin 31st Annual Corporate Practice Institute, 2007
    • Co-Author (with Thomas J. Nichols), Adjusted Basis and the Corporate Level Tax Accounts: The Foundations of S Corporation Tax Planning, 10 J. Passthrough Entities 1 (January-February 2007), Co-Author (with Thomas J. Nichols), Adjusted Basis and the Corporate Level Tax Accounts: The Foundations of S Corporation Tax Planning, 10 J. Passthrough Entities 1, 2007
    • Presenter, Critical Legal Issues for Exempt Organizations in Wisconsin, National Business Institute CLE (April 2006), Presenter, Critical Legal Issues for Exempt Organizations in Wisconsin, National Business Institute CLE, 2006
    • Presenter, Wisconsin Nonprofits: Tax and Business Answers, National Business Institute CLE (December 2005), Presenter, Wisconsin Nonprofits: Tax and Business Answers, National Business Institute CLE, 2005
    • Co-Author (with Thomas J. Nichols), Planning with the Flow-through and Distribution Rules Under Subchapter S, New York University 63rd Institute on Federal Taxation (2005), Co-Author (with Thomas J. Nichols), Planning with the Flow-through and Distribution Rules Under Subchapter S, New York University 63rd Institute on Federal Taxation, 2005
    • Presenter, Exempt Organizations and Charitable Activities in Wisconsin, National Business Institute CLE (March 2004), Presenter, Exempt Organizations and Charitable Activities in Wisconsin, National Business Institute CLE, 2004
    • Presenter, Favorable New Developments in the Income Tax Treatment of Plaintiffs’ Attorneys’ Fees & Expenses:  Planning & Drafting Retainer and Settlement Agreements to Optimize Results for You and Your Client, Milwaukee Bar Association Civil Litigation Section CLE (March 14, 2000), Presenter, Favorable New Developments in the Income Tax Treatment of Plaintiffs’ Attorneys’ Fees & Expenses:  Planning & Drafting Retainer and Settlement Agreements to Optimize Results for You and Your Client, Milwaukee Bar Association Civil Litigation Section CLE, 2000

    Representative Clients:

    • Barrett Visionary Development, 2019
    • Infinity HealthCare Inc., 2019
    • The Moderne, 2019
    • Normet Americas Inc., 2019
    • Optimum Vehicle Logistics LLC, 2019

    Other Outstanding Achievements:

    • Recipient of American Bankruptcy Institute Medal of Excellence (1999), 1999
    • Note and Comment Editor, MARQUETTE LAW REVIEW 1998-1999, 1999
    • Recipient of Corporate Practice Institute Scholarship (1998), 1998
    • Member, MARQUETTE LAW REVIEW, 1997-1998, 1998
    • CALI Excellence for the Future Awards: Business Associations; Business Planning; Corporate Criminal Law; Creditor-Debtor Law; Contracts; Evidence; Health Care Contracts; Law and Ethics of Lawyering; Law of Privacy; Torts

    Videos:

    • Attorney Adam Tutaj of Meissner Tierney Fisher & Nichols, a Milwaukee based law firm discusses 6 key steps to developing record retention policies. With documents being created and stored everyday, it's important to have a system or policy in place to help manage your business, Developing a Record Retention Policy, 2014

    Newsletters:

    • , The Application of Code Sec. 1402(a)(13) to Limited Liability Companies: The Search for Clarity Continues
    • This column will review the formal guidance—and some of the administrative folkways—associated with changing and maintaining EINs in a couple of the most common types of choice-of-entity transitions. In this regard, it is assumed that the decision to change entity forms has already been made—or compelled—based on ordinary business and tax considerations. Thus, the focus is simply on the mechanics by which the transition can be made so as to preserve an existing EIN that is a significant concern., Protecting Your Identity: Structuring Techniques for Preserving an Entity’s Existing Employer Identification Number in Cross-Species Mergers and Conversions
    • Attorney Adam Tutaj's article, titled "New IRS Memo Offers Insights on Application of ‘Limited Partner’ Exclusion for Self-Employment Tax,” has been published in the Winter 2014 issue of the Milwaukee Bar Association Messenger. Attorney Tutaj discusses a recent IRS Chief Counsel Advice Memorandum on the application of the “limited partner” exclusion of Section 1402(a)(13) of the Internal Revenue Code, as well as its implications for choice-of-entity analysis., New IRS Memo Offers Insights on Application of “Limited Partner” Exclusion for Self Employment Tax
    • Adam Tutaj was recently quoted in the article, “Should your business use online legal services?” featured in In Business magazine. Adam emphasizes the importance of “choice of entity” analysis, and the need for care in the customizing of shareholder and operating agreements, as reasons that entrepreneurs should consider engaging legal counsel when forming a new business., Should your business use online legal services?
    • Businesses in all industries have records that they use in the daily course of operations, especially in today's age of automation. With more documents being created and stored every day, it's important to have some sort of system, practice or policy in place to manage those documents. This is particularly true if you operate in one of the more heavily regulated industries such as healthcare. When it comes to putting together a document retention policy, there are six key steps that a business needs to go through. As there is no one-size-fits-all, you have to tailor these policies to each individual business., Six Key Steps to Developing a Record Retention Policy
    • The concept of “choice-of-entity” has more application in the context of 501(c)(3) organizations than might appear at first glance. Apart from the form of entity through which an organization will seek exemption under Code Sec. 501(c)(3), choice-of-entity considerations arise in a number of contexts, particularly: (i) the formation of taxable subsidiaries (a counterintuitive, but often effective, strategy for preserving exempt status); (ii) the use of “disregarded entities” (particularly single-member LLCs) for purposes of limited liability and operational efficiency; and (iii) the formation of partnerships and joint ventures with for-profit enterprises (a practice that is widespread within, but by no means limited to, the healthcare field)., Choice-of-Entity Considerations for 501(c)(3) Organizations: More than Meets the Eye
    • The benefits and efficiencies of Subchapter S status for an active trade or business are well known—but so are its limitations. Among these are the lack of flexibility presented by the “single class of stock” restriction and the general prohibition on having other for-profit entities as shareholders. Both of these can present obstacles when an outside investor is looking to acquire a stake in an operating entity that is currently conducted in the S corporation form, and still desires to operate in a “passthrough” form. These obstacles can be made even more difficult where certain features of the operating entity cannot be readily assigned in an asset deal (e.g., licenses, certifications, contracts), or (as is often the case with businesses in the professional medical service industry) where preservation of the operating entity’s existing EIN is a significant consideration., Moving the Immovable: Finding Flexibility in an F Reorganization
    • , The New Prohibition on Federal Contracting with “Corporations” Having Unpaid Tax Liabilities: When “Gloss” on the Regulations Just Makes Them Blurry
    • Attorney Adam Tutaj was featured in the October 21, 2016 edition of the Milwaukee Business Journal. The “Table of Experts” article titled, “Entrepreneurial Energy: Understanding the importance of nurturing startups to grow the region’s economy,” highlights the importance of startups to the local Milwaukee economy and what can be done to help develop an entrepreneurial ecosystem. The article is in preparation for Milwaukee Startup Week, an entrepreneur-led event that brings entrepreneurs, investors, local leaders and startup enthusiasts together to build momentum and celebrate Southeast Wisconsin’s unique entrepreneurial identity., Entrepreneurial Energy: Understanding the importance of nurturing startups to grow the region’s economy, Startups
    • Author, United States ex. rel. Drakeford v. Tuomey: Will Bad Facts Make for Bad Law?, State Bar of Wisconsin Health Law Section Newsletter (March 2011), United States ex. rel. Drakeford v. Tuomey: Will Bad Facts Make for Bad Law?
    • The Tax Cuts and Jobs Act of 2017 (Tax Act), signed into law on Dec. 22, 2017, created a new tax code provision that purports to disallow any income tax deduction for any settlement or payment related to sexual harassment or sexual abuse if such settlement or payment is subject to a nondisclosure agreement. New IRC section 162(q)1 also disallows any income tax deduction for attorney’s fees related to such a settlement or payment. The effects of this relatively obscure portion of the Tax Act may be significant – for plaintiffs as well as defendants., New Tax Law Creates Barriers for Sexual Harassment Claims
    • , Choice of Entity Implications of the New Tax Act
    • , Tax Treatment of Settlements and Judgments in Employment Law Claims
    • , Everything Old Is New Again: Tracing the Origins of What Constitutes the "Field of Health" for Purposes of Code Sec. 199A
    • Author, Quantity Measures under the Proposed Medicare Shared Savings Program – A Primer, State Bar of Wisconsin Health Law Section Newsletter (forthcoming), Quantity Measures under the Proposed Medicare Shared Savings Program – A Primer

    Educational Background:

    • J.D. (magna cum laude) Marquette University Law School, 1999., 1999
    • B.A. Marquette University, 1996, 1996
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    Office Location for Adam J. Tutaj

    111 East Kilbourn Avenue
    19th Floor
    Milwaukee, WI 53202

    Adam J. Tutaj:

    Last Updated: 2/11/2020

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