Dale R. Baringer

Firm Manager

Location:

Baton Rouge, LA

Phone:

(225) 383-9953

Fax:

225-387-3198

Email:

Email me

Experience:

Over 38 years experience in the practice of law. Areas of emphasis in practice are in the fields of tax law (planning, business transactions, dispute resolution and tax litigation), securities law, bankruptcy law (with emphasis on representation of creditors, creditor committees, trustees and Chapter 11 work), corporate law, commercial and business litigation, corporate takeovers, business organizations, personal injury law, professional malpractice, mergers and acquisitions, employment law, ERISA litigation, life/accident and health insurance law, wills, trusts, estate planning, successions and estate administration. Trial experience in all federal district courts in Louisiana, many of the Louisiana state district courts, and the U.S. Tax Court.

Also serves as owner and manager of Nationwide 1031 Exchange Professionals, L.L.C. and Nationwide E.A.T., L.L.C., which provide services as an like-kind exchange intermediary and exchange accommodation title holder, respectively, for IRC §1031 like-kind exchange transactions.

REPRESENTATIVE TRANSACTIONS:

Represented either the seller or the buyer in the following transactions which ranged in value from $85 million to $1 million:

Guaranty Corporation “Going Private” Transaction cashing out over 4,000 public stockholders (1985);
Sale of WAFB-TV, Baton Rouge, Louisiana (1986);
Merger of Intracostal Oilfields Fluids with Sanifill Inc. (1990)];
Acquisition of KATD-(FM) of San Jose, California(1990);
Acquisition of KJIN/KCIL AM/FM, Houma, Louisiana (1990);
Acquisition of WBEX(AM)WKKJ-(FM), Chillicothe, Ohio (1990);
Acquisition of WZRH(FM), Slidell, Louisiana (1997);
Acquisition of WFPR(AM)/WHMD(FM), Hammond, Louisiana (1997);
Acquisition of WBBU(FM), Baton Rouge, Louisiana (1998);
Acquisition of WTGE(FM), Baton Rouge, Louisiana (1996);
Liquidation of Baton Rouge Bancshares, Inc.;
Acquisition of KXOR(FM), Thibodeaux, Louisiana (1998)];
Sale of Ancro Industries, Inc. Fort Payne, AL (1998);
Sale of Convent Marine Co., Inc. (1998];
Acquisition of KMRC(AM)/KFXY(FM), Morgan City, Louisiana (1999);
Sale of TLC Mobile Medical (Mobile X-Ray Business in LA., MS, and AL) (1999);
Sale of WBEX(AM)/WKKJ(FM), Chillicothe, Ohio (1999);
Corporate Reorganization of Builders Center, Inc. into Builders Center Holding Company, Inc., Builders Center Real Estate Co., LLC and Builders Center Supply Co., LLC;
Sale of Martin Terminal, Inc., Baton Rouge, La (2000).
Sale of WHMD(FM)/WFPR(AM) (2003);
Sale of Aquafilm, LLC (2004) [$11 Million Asset Sale of manufacturing plant in Tampa, Fl.]
Sale of Cast Films Europe, Ltd. (2004) [$14.6 Million Stock Sale of manufacturing facility in Birmingham, England]
Sale of Cycle World of Louisiana, Inc. (2004)
Sale of WKSY (FM), Picayune, MS (2005)
Sale of KCIL (FM), KJIN (AM), KBZZ (FM), KXOR (FM), Houma, LA
Served as Exchange Accommodation Title Holder for $11 million Reverse/Build to Suit §1031 Exchange of oil & gas production properties
Served as Tax Counsel to Exchange Accommodation Title Holder in Reverse Exchange for acquisition of Premier Tower in Baton Rouge – $35 million transaction
Sale of Capital Auto Paint & Supplies, Inc. (2007)
Sale of Hurrelbrink Advertising (2007)
Acquisition of Waskey Bridges, Inc. (2007)
Acquisition of Baton Rouge Redi-Mix Concrete (2010)
Served as special tax counsel in the Sale of American Tire Distribution, Inc. (2011)
Sale of Southern Radiology Services, L.L.C. to Symphony Diagnostics Services No. 1 d/b/a Mobilex USA (2011)
Sale of Global Process Diagnostics, Inc. (2012)

Acquisition of Angelle Concrete (2011)

Sale of Guaranty Income Life Insurance Company (2017)

Acquisition of Gatorworks Web Design, LLC (2017)

Areas Of Practice

• Taxation Law
• Business Transactions
• Dispute Resolution
• Tax Litigation
• Securities Law
• Bankruptcy Law
• Representing Creditors
• Creditor Committees
• Trustees
• Chapter 11 Work
• Corporate Law
• Commercial and Business Litigation
• Personal Injury Law
• Professional Malpractice
• Mergers & Acquisitions
• Employment Law
• ERISA Litigation
• Life/Accident
• Health Insurance Law

Certified Legal Specialties

• Tax Law, LA State Bar Association

Bar Admissions

• Louisiana
• U.S. District Court Middle District of Louisiana, 1983
• U.S. District Court Eastern District of Louisiana, 1983
• U.S. District Court Western District of Louisiana, 1983
• U.S. District Court District of Colorado
• U.S. Court of Appeals 5th Circuit
• U.S. Tax Court

Education

• Georgetown University Law Center, Washington, District of Columbia
  • LL.M. – 1981
  • Major: Taxation
• Louisiana State University Law Center, Baton Rouge, Louisiana
  • J.D. – 1980
• Louisiana State University, Baton Rouge, Louisiana
  • B.S. – 1977
  • Major: Accounting

Representative Cases

• Louis V. De La Vergne v. Wayne C. Ducote
• In Re: RDR Systems Development, Inc., (EIN 72-0875017) 57 B.R. 540, 1986, Bkrtcy.M.D.La.
• Commonwealth Life Ins. Co. v. Davidge, 559 So.2d 2, 1990, La.App. 1 Cir.
• Doucet v. Dentist Health Plans Management Corp, 412 S.2d 1383, 1982, La.
• Guaranty Income Life Ins. Co. v. Prepaid Dental Marketing Systems, Inc., 551 So.2d 769, 1989, La.App.1 Cir.
• Chellapan, SellamuthuG. and Hilda J., 1988 PH TC #88,208
• Du-Mar Marine Service, Inc. v. State Bk. & Tr. Co. of Golden Meadow, LA, et al, 63 AFTR 2d 89-1306 (697 F.Supp. 929)
• All Star Floor Covering, Inc. v. Stitt, 2000-2049 (La.App. 1 Cir. 11/14/01), 804 So.2d 705, 2001, La.App.1 Cir.
• Southern Healthcare Systems, Inc. v. Health Care Capital Consolidated, Inc., 273 Ga. 834, 545 S.E.2d 882, 2002, Ga. Sup. Ct.
• In Re: Goldberg, 277 B.R. 251, Bkrtcy.M.D.La., 2002
• Kimberly Cooper Powell v. Todd David Chambers, 69 F.Supp. 854, 1999, M.D. La
• Richardson v. Axion Logistics, L.L.C., 780 F.3d 304, 2015, 5th Cir.

Representative Clients

• Builders Center Holding Company, Inc.
• Builders Center Real Estate Company, LLC
• Muriel Land Corporation
• The Former Providian Corporation
• Guaranty Corporation
• Guaranty Income Life Insurance Company
• Pearl Broadcasting, Inc.
• The Former People’s Security Life Insurance Company
• The Former National Security Life and Accident Insurance Company of TX
• The Former Commonwealth Life Insurance Company of Kentucky
• Martin Terminal, Inc.
• Hancock Bank
• Regions Bank
• Guaranty Broadcasting Company, LLC
• Convent Marine Companies, Inc.
• Hermitage Insurance Company
• No Fault Sport Group, LLC
• United States of America (United States Marshall Service)
• Foundation Health Services, Inc.
• Southern Healthcare Systems, Inc.
• GHB, LLC d/b/a Whataburger®
• Southern Radiology Associates, LLC

References

• Thomas R Bryan
• George A Foster, Jr.
• Ted A Martin

Classes / Seminars

• Taxation of Life Insurance Products, LSBA Section on Taxation at Baton Rouge, 1989 to 1989
• Net Operating Loss Carryover Limits Under IRS Sections 382 and 383, LSBA Section on Taxation at Baton Rouge Monthly Technical Meeting, 1987 to 1987
• IRC § 6701 Penalties for Aiding and Abetting Understatement of Tax Liability, LSBA Section on Taxation Baton Rouge Monthly Technical Meeting, 1990 to 1990
• Update on § 382 NOL Limitations – Emphasis on Bankruptcy Exception, LSBA Section on Taxation Baton Rouge Monthly Technical Meeting, 1992 to 1992
• Basic Corporate Law In Louisiana-Included Lectures on Initial Considerations (Selection of Entity & Tax Considerations), National Business Institute’s Law Review Series, 04/30/1993 to 04/30/1993
• Operating a Corporation, National Business Institute’s Law Review Series, 04/30/1993 to 04/30/1993
• Partnerships and Limited Partnerships (Tax Considerations, Formation & Financing), National Business Institute’s Law Review Series, 04/30/1993 to 04/30/1993
• Limited Liability Companies – The Entity of Choice in Louisiana, National Business Institute’s Law Review Series, 09/14/1993 to 09/14/1993
• Advantages of the Limited Liability Company and the Registered Limited Liability Partnership for Professional and Service Businesses, National Business Institute’s Law Review Series, 09/14/1993 to 09/14/1993
• Limited Liability Companies in Louisiana- Advantageous Uses of Limited Liability Companies Including Use by Professional Organizations, Professional Education Systems, Inc., 05/02/1994 to 05/02/1994
• Limited Liability Companies in Louisiana-Ethical Considerations, Professional Education Systems, Inc., 05/02/1994 to 05/02/1994
• Employee/Independent Contractor and Compensation Issues, Louisiana State Bar Association, Tax Section, 09/30/1994 to 09/30/1994
• Limited Liability Companies-Ethical Considerations in Representation of LLC’s, National Business Institute, Inc.
• Choice of Business Entity (A Nuts & Bolts Approach)-Non-Tax Factors Important in Choosing a Business Entity, Professional Education Systems, Inc.
• Choice of Business Entity (A Nuts & Bolts Approach)-Securities Law Considerations, Professional Education Systems, Inc.
• Bankruptcy Law Seminar-Bankruptcy Tax Issues, LSU Law Center, 10/06/1995 to 10/07/1995
• Choice of Business Entity from a Louisiana Business Law Perspective-Representing the Small Business, LSU Law Center, 12/08/1995 to 12/08/1995
• Limited Liability Companies-“Ethical Considerations”, National Business Institute, 05/29/1996 to 05/29/1996
• Limited Liability Companies-“Advantageous Uses”, National Business Institute, 05/29/1996 to 05/29/1996
• Limited Liability Companies-“Choice of Entity” , National Business Institute, 05/29/1996 to 05/29/1996
• Limited Liability Companies-“Securities Considerations”, National Business Institute, 05/29/1996 to 05/29/1996
• Choice of Business Entity From a Louisiana Business Law Perspective-“Corporate Formation for Paralegals – Louisiana”, Professional Education Systems, Inc., 04/24/1997 to 04/24/1997
• Considerations in Buying and Selling a Business in Louisiana-“Financing Strategies”, National Business Institute, 12/12/1997 to 12/12/1997
• Considerations in Buying and Selling a Business in Louisiana-“Corporations: Tax Considerations” , National Business Institute, 12/12/1997 to 12/12/1997
• Considerations in Buying and Selling a Business in Louisiana-“Partnerships: Tax Considerations” , National Business Institute, 12/12/1997 to 12/12/1997
• The Legal Structures of Business Organizations in Louisiana, Louisiana Notary Association, 05/01/1998 to 05/01/1998
• Limited Liability Companies in Louisiana, National Business Institute, 05/14/1998 to 05/14/1998
• Tax, Bankruptcy and Estate Planning, Southern University Law Center, 10/16/1998 to 10/16/1998
• Recent Developments & Practical Operating Procedures for Louisiana Limited Liability Corporations, Louisiana Bankers Association, 11/12/1998 to 11/12/1998
• Limited Liability Companies in Louisiana, National Business Institute
• §1031 Exchanges of Investment Properties in Louisiana, National Business Institute, 06/10/1999 to 06/10/1999
• Limited Liability Companies in Louisiana, National Business Institute, 11/02/1999 to 11/02/1999
• CLE by the Hour: Choice of Business Entity, Baton Rouge Bar Association, 12/29/1999 to 12/29/1999
• Drafting Limited Liability Company Operating Agreements Under Louisiana LLC Law, Louisiana Notary Association
• §1031 Exchanges of Investment Properties in Louisiana, National Business Institute, 12/05/2000 to 12/05/2000
• Limited Liability Companies in Louisiana, National Business Institute, (Baton Rouge), 10/11/2001 to 10/11/2001
• Limited Liability Companies in Louisiana, National Business Institute, (New Orleans), 10/12/2001 to 10/12/2001
• §1031 Exchanges of Investment Properties in Louisiana, National Business Institute, 12/03/2001 to 12/03/2001
• Limited Liability Companies Recent Developments, Baton Rouge Bar Association, 12/27/2001 to 12/27/2001
• 2002 Bankruptcy Law / Tax Issues Inherent in the Chapter 11 Confirmation Process, LSU Paul M. Hebert Law Center, 10/24/2002 to 10/25/2002
• Limited Liability Companies in Louisiana, National Business Institute (New Orleans & Baton Rouge), 05/29/2003 to 05/30/2003
• LLCs: Advising Small Business Start-Ups and Larger Companies in Louisiana, Lorman Education Services, Baton Rouge, 12/18/2003 to 12/18/2003
• Limited Liability Companies in Louisiana, Nation Business Institute, (New Orleans & Baton Rouge), 05/05/2004 to 05/07/2004
• Advising Small Business Start Ups and Larger Companies in Louisiana Choice of Entity and Initial Considerations, Lorman Education Services, Baton Rouge, 12/01/2004 to 12/01/2004
• Advising Small Business Start Ups and Larger Companies in Louisiana Tax Considerations, Lorman Education Services,Baton Rouge, 12/01/2004 to 12/01/2004
• Advising Small Business Start Ups and Larger Companies in Louisiana, LLC Recent Developments and Designing The LLC Under the Louisiana Statute, Lorman Education Services, Baton Rouge, 12/01/2004 to 12/01/2004
• Advanced LLC Issues in Louisiana-Understanding Choice of Entity Issues, National Business Institute, New Orleans, LA, 02/24/2005 to 02/24/2005
• Advanced LLC Issues in Louisiana-Effective Drafting Strategies, National Business Institute, New Orleans, LA, 02/24/2005 to 02/24/2005
• Advanced LLC Issues in Louisiana-Advanced Tax Issues, National Business Institute, New Orleans, LA, 02/24/2005 to 02/24/2005
• Advanced LLC Issues in Louisiana-The World of Minority Rights and Fiduciary Obligations, National Business Institute, New Orleans, LA, 02/24/2005 to 02/24/2005
• Advanced LLC Issues in Louisiana-Ethical Considerations and Mastering Estate Planning Issues, National Business Institute, New Orleans, LA, 02/24/2005 to 02/24/2005
• Advanced LLC Issues in Louisiana-Understanding Choice of Entity Issues, National Business Institute, Baton Rouge, LA, 02/25/2005 to 02/25/2005
• Advanced LLC Issues in Louisiana-Effective Drafting Strategies, National Business Institute, Baton Rouge, LA, 02/25/2005 to 02/25/2005
• Advanced LLC Issues in Louisiana-Advanced Tax Issues, National Business Institute, Baton Rouge, LA, 02/25/2005 to 02/25/2005
• Advanced LLC Issues in Louisiana-The World of Minority Rights and Fiduciary Obligations, National Business Institute, Baton Rouge, LA, 02/25/2005 to 02/25/2005
• Advanced LLC Issues in Louisiana-Ethical Considerations and Mastering Estate Planning Issues, National Business Institute, Baton Rouge, LA, 02/25/2005 to 02/25/2005
• Advising Small Business Start Ups and Larger Companies in Louisiana-Choice of Entity and Initial Considerations, Lorman Education Services, Baton Rouge, 12/05/2005 to 12/05/2005
• Advising Small Business Start Ups and Larger Companies in Louisiana-Ethical Considerations in Formation of Limited Liability Companies, Lorman Education Services, Baton Rouge, 12/05/2005 to 12/05/2005
• Advising Small Business Start Ups and Larger Companies in Louisiana-Tax Considerations, Lorman Education Services, Baton Rouge, 12/05/2005 to 12/05/2005
• Advising Small Business Start Ups and Larger Companies in Louisiana-LLC Recent Developments and Designing The LLC Under the Louisiana Statute, Lorman Education Services, Baton Rouge, 12/05/2005 to 12/05/2005
• 1031 Exchanges in Louisiana-1031 Exchanges – Exchange Strategies, National Business Institute, Baton Rouge, 12/06/2005 to 12/06/2005
• 1031 Exchanges in Louisiana-1031 Exchange – Important Exchange Issues, National Business Institute, Baton Rouge, 12/06/2005 to 12/06/2005
• 1031 Exchanges in Louisiana-1031 Exchanges – Ethical Considerations, National Business Institute, Baton Rouge, 12/06/2005 to 12/06/2005
• Is an LLC Right for You?-Overview of LLC’s & Other Entity Options, National Business Institute, Baton Rouge, 08/17/2006 to 08/17/2006
• Is an LLC Right for You?-Tax Advantages & Considerations, National Business Institute, Baton Rouge, 08/17/2006 to 08/17/2006
• Is an LLC Right for You?-Compliance Under State Law, National Business Institute, Baton Rouge, 08/17/2006 to 08/17/2006
• Is an LLC Right for You?-Overview of LLC’s & Other Entity Options, National Business Institute, New Orleans, 08/18/2006 to 08/18/2006
• Is an LLC Right for You?-Tax Advantages & Considerations, National Business Institute, New Orleans, 08/18/2006 to 08/18/2006
• Is an LLC Right for You?-Compliance Under State Law, National Business Institute, New Orleans, 08/18/2006 to 08/18/2006
• Helping Your Client Select the Best Entity Option, Understanding General Partnerships and Joint Ventures, National Business Institute, 01/25/2007 to 01/25/2007
• Helping Your Client Select the Best Entity Option, Building an Ethical Foundation, National Business Institute, 01/25/2007 to 01/25/2007
• Advanced Bankruptcy Issues, Tax Issues, National Business Institute, 01/30/2007 to 01/30/2007
• Advanced LLC Issues, Current Updates and Emerging Trends, National Business Institute, 04/24/2007 to 04/24/2007
• Advanced LLC Issues, Advanced Tax Issues for LLCs, National Business Institute, 04/24/2007 to 04/24/2007
• Consideration in Buying or Sell a Business in Louisiana, National Business Institute, 09/20/1991 to 09/20/1991

Honors And Awards

• Martindale-Hubbell Rating: AV
• Listed in A.M Best’s Directory of Recommended Insurance Attorneys & Adjusters
• 2013 Best Lawyers in America
• 2013 Super Lawyers

Professional Associations And Memberships

• American Bar Association, Section on Taxation
• American Bar Association, Section of Business Law
• American Bar Association, Committee on Partnerships & Unincorporated Business Organizations
• American Bar Association, Subcommittee on Limited Liability Companies
• American Bar Association, Committee on Negotiated Acquisitions
• Louisiana State Bar Association, Section on Taxation
• Louisiana State Bar Association, Section on Corporate Law
• Baton Rouge Bar Association
• American Association for Justice, Former Member
• Louisiana Trial Lawyers Association, Former Member
• Federal Bar Association
• Bar Association of the Fifth Federal Circuit
• American Inns of Court
• LSU Paralegal Studies Program, Former Advisory Board Member
• Louisiana State Bar Association Disciplinary Board, Former Hearing Committee Member