(602) 631-6790

Richard C. Onsager

Richard Onsager is partner in the Phoenix law firm of Onsager, Werner & Oberg, P.L.C.  Prior to establishing his own firm, he was a partner in the firm of Jennings, Strouss & Salmon, P.L.C.  Dick has also served as both a visiting professor and as an adjunct professor of law at Arizona State University College of Law.  At the law school he has taught courses in business organizations, federal income taxation, the taxation of corporations and shareholders, and the taxation of partnerships and Subchapter S corporations. He is included in the Best Lawyers in America, the Martindale-Hubble Bar Register of Preeminent Lawyers, Southwest Super Lawyers, and Arizona’s Finest Lawyers.  

In 2011, Dick was selected by the Tax Section of the Arizona State Bar to be the first recipient of the Henry Tom Outstanding Tax Attorney Award. This award is given to an attorney “who has distinguished him or herself by making significant contributions to the field of tax law.”  On multiple occasions he has been selected Lawyer of the Year in tax law for the Phoenix metropolitan area by Best Lawyers in America.. Dick is certified as a Tax Law Specialist by the State Bar of Arizona's Board of Legal Specialization and is a past chair of the Tax Section of the Arizona State Bar. In addition to providing tax and business representation directly for his own clients, Dick serves as counsel for numerous law firms, providing tax and business services for these firms and their clients.

Areas of Practice

Tax Planning

Dick’s tax practice emphasizes sophisticated tax planning for individuals and businesses in order to minimize taxes and preserve wealth and assets.  Tax planning services include counseling clients on the choice of proper business or investment entity, corporate reorganizations and restructurings, mergers and acquisitions, debt restructuring, and the tax aspects of bankruptcy.  His practice also involves counseling his clients concerning all types of equity compensation including qualified and non-qualified stock options, stock appreciation rights, restricted stock, the effective use of elections under Section 83 of the Internal Revenue Code, and compensatory grants of capital or profits interests in limited liability companies.

Corporate Tax

Dick’s corporate tax practice focuses primarily on corporate mergers and acquisitions, and corporate restructurings and recapitalizations.  He also assists his clients in tax planning involving the formation of corporations and their subsidiaries, planning for corporate distributions and redemptions, spin-offs and other corporate divisions and restructurings, and tax planning for affiliated corporations.

Partnership Tax

Dick is a recognized expert in the taxation of pass through entities such as partnerships, limited liability companies, and Subchapter S corporations.  In addition to teaching law school courses on the taxation of partnerships, limited liability companies and S corporation, he is a frequent lecturer at professional seminars on these topics.  He is able to combine this tax knowledge with practical drafting and structuring experience.

Real Estate Tax

Dick has considerable experience structuring real estate transactions to maximize the tax benefits associated with the ownership of real estate.  He has particular expertise in the areas of like-kind exchanges of real estate, tax consequences of condemnation, and the tax consequences of real property foreclosures (both from a borrower’s and lender’s perspective).  He has also been heavily involved in numerous real estate syndications and joint ventures for the acquisition and development of real property.

Partnerships and Limited Liability Companies 

Dick has extensive experience in the formation of partnerships and limited liability companies. Dick was a member of the Subcommittee of the Business Law Section of the State Bar of Arizona that drafted the Arizona Limited Liability Company Act, as well as the Bar Committee that completely revised Arizona’s Partnership Act and Limited Partnership Act.  He is the author of the two volume treatise “Arizona Limited Liability Company Forms and Practice Manual” published by Data Trace Legal Publishers, Inc. which is used as a reference by hundreds of Arizona attorneys.  He is also the author of the materials on limited liability companies contained in T. Thompson, et. al., “Arizona Corporate Practice” published by West Publishing.  Dick has assisted hundreds of clients in the negotiation and formation of partnerships and limited liability companies. 

Nonprofit Organizations

Dick serves as counsel to numerous tax-exempt organizations.  He was a member of the Committee that completely revised Arizona’s Nonprofit Corporation Act, and provides services to exempt organizations ranging from formation of the organization and obtaining exempt status to complex restructurings, mergers, and joint ventures involving exempt organizations.  He also represents both exempt organizations and individuals in structuring deferred and planned giving programs and the formation of private foundations. 

Business Transactions

Dick is involved in business transactions ranging from the formation of business entities to large corporate mergers and reorganizations.  He is regularly involved in the acquisition of corporations and other businesses, representing both purchasers and sellers.  His tax expertise allows him to structure these transactions to minimize tax costs for sellers or maximize tax benefits for purchasers.  He also assists his clients in choosing the correct form of entity for their business as well as restructurings to maximize business and tax advantages. 

Education

LL.M., New York University College of Law, Taxation, 1984

J.D., Arizona State University College of Law, 1982

Magna Cum Laude

Order of the Coif

Arizona State Law Journal, Lead Articles Editor

M.A., Brown University, R.I., Philosophy, 1978

B.A., Arizona State University, 1977

Cum Laude

PROFESSIONAL AND CIVIC INVOLVEMENT

State Bar of Arizona

Tax Section, Council Member (Chair 1999-2000)

Business Law Section, At-Large Council Member (1995-1999)

Limited Liability Company Act Committee

Arizona Nonprofit Corporate Code Revision Committee

Arizona Partnership Act Revision Committee

Arizona Federal Tax Institute

Board of Directors (Chair1999-2000)

Arizona Alliance of Business

Past President

Beatitudes Campus of Care Foundation

Past President

Beatitudes Campus of Care

Board of Directors (1984-2000)

Center DOAR

Board of Directors (1986-1988)

Arizona Town Hall

PUBLICATIONS (BOOKS)

Arizona Limited Liability Company Forms and Practice Manual (Data Trace, 1996)

“Limited Liability Companies,” in T. Thompson, et. al., Arizona Corporate Practice ( West Publishing, 1996)

SELECTED PUBLICATIONS (JOURNALS)

"Personal Service Corporations After Tax Reform:  Choice of Entity for Businesses Performing Personal Services" Journal of Corporate Taxation, Spring 1989.

“Installment Sales of Real Estate" Taxation For Lawyers, July 1989.

"Real Estate Partnerships with Foreign Partners" Journal of Real Estate Taxation, Winter 1990.

"The Federal Income Tax Consequences of Foreclosures and Repossessions" (Co-author) Journal of Real Estate Taxation, Summer 1991.

"Assigning Tax Liability Between the Bankruptcy Estate and the Individual Debtor"  Journal of Taxation, August 1991.

“Arizona Business Entities” (Co-Author) (Arizona Institute of Continuing Legal Education, 1991)

"Limited Liability And Tax Benefits for Professionals"  Arizona  Medicine, August 1992.

"Limited Liability Companies" Arizona Business, Fall 1992.

"IRS Approves Arizona Limited Liability Companies"  Arizona Attorney, July 1993.

“Section 1031 Exchanges of Encumbered Property” Arizona Journal of Real Estate and Business (1996)

 PRESENTATIONS

Dick is a frequent speaker on tax and other topics.  He has given numerous presentations to national and local organizations such as the National Association of Health Lawyers, the Arizona Bar, the Arizona Federal Tax Institute, the Phoenix Tax Institute, and the American Association of Attorney/CPAs.

 

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