Carl D. Fortner

Retired Partner

Overview

Carl D. Fortner was a partner and business lawyer with Foley & Lardner LLP and is a Certified Public Accountant. Mr. Fortner is experienced in U.S. and Wisconsin tax and business law aspects of business transactions; the ownership, formation, operation, sale, dissolution, and reorganization of C corporations (both publicly and privately held), S corporations, partnerships, limited liability companies, and joint ventures; executive compensation, and like-kind exchanges. His activities also included counseling small businesses, general tax planning, standards of tax practice (circular 230), payroll tax, audits, and administrative and judicial dispute resolution between taxpayers and the Internal Revenue Service and Wisconsin Department of Revenue. He was a member of the firm’s Taxation Practice and the Sports Industry Team.

Thought Leadership

A frequent lecturer on corporate, partnership, and income and estate tax topics, Mr. Fortner since 1989 has been co-author of the "Tax Law" section of the State Bar of Wisconsin's Annual Survey of Wisconsin Law. He is also an adjunct professor of law at the University of Wisconsin Law School.

Recognition

Mr. Fortner has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system and was recently selected by his peers for inclusion in the current edition of The Best Lawyers in America©. He was also selected for inclusion in 2006 – 2009 Wisconsin Super Lawyers® lists.

Education

A graduate of the University of Wisconsin – Madison, Mr. Fortner received his bachelor's degree in business administration, with distinction, in 1980, and a master's degree, as well as his J.D. degree, cum laude, in 1986. He was elected to membership in the Order of the Coif.

Representative Matters

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Foley represented Chr. Hansen AS in its 2016 acquisition of Guardian Food Technologies, LLC and Nutrition Physiology Holdings, LLC for $185 million.
Represented Hall Equities Group (HEG) in connection with the acquisition of 29 hotels and the corporate assets of ZMC Hotels, which employs more than 1,000 people. The aggregate purchase price was approximately $225,226,000. ZMC Hotels owns and operates both private label boutique hotels, as well as those licensed by many prominent brands, including Hilton, Marriott, IHG, Wyndham, and others. Hotels are disbursed across the country from Duluth, Minnesota, to Phoenix, Arizona, to Sebring, Florida, and many locations in between. Five hotels are clustered in Scottsdale, Arizona. All of the hotels, along with other select quality properties, were master leased to and are being managed by Zenith Asset Company, an affiliate of HEG. Equity financing for the transaction was derived from a variety of sources, including the sale of three quality properties by the Hall Equities Group sponsored investment groups, cash on hand, and the refinancing of two multi-family apartment buildings. As part of the equity raise, one of HEG's investment groups sold a shopping center to Excel Trust, Inc. This shopping center was originally developed by HEG and owned since 2000. The aggregate purchase price was approximately $131,000,000. This super-regional center is known as Monte Vista Crossings and is located in Turlock, California. Monte Vista Crossings is one of the largest open-air regional shopping centers in the western United States, and is home to national retailers such as Home Depot, Target, Kohl’s, Lowe’s, Safeway, Dick’s Sporting Goods, Ross Dress for Less, Bed Bath & Beyond, T.J. Maxx, Old Navy, Office Max, Petco, In-Shape Fitness, Gap, Pier One Imports, and more than fifty additional well known shops and restaurants. The seller retained HEG to handle the ongoing leasing and construction of the next phase of Monte Vista Crossings. Another HEG sponsored investment group sold a luxury apartment project in downtown Walnut Creek, California. This six-story, 100-unit Class “A” building of concrete construction is known as The Arroyo. The project was sold to a major US-based Life Insurance Company, which has retained HEG as both the General Contractor to complete construction of the project, and as the Property Manager for the project going forward. An additional HEG sponsored investment group sold the 41,000 square foot 2890 North Main Street office building in Walnut Creek. Proceeds from all three sales were used by the investor groups to generate equity capital for the hotel portfolio acquisition. The balance of the proceeds were derived from an acquisition loan from Bank of America.
We are the principal, day-to-day outside counsel for the Milwaukee Brewers Baseball Club, and advise the Club on a wide variety of corporate, business, real estate and litigation matters. While the subject matter of many of our specific engagements is highly confidential, we have represented the Club in all aspects of its operations, including corporate acquisitions, corporate sponsorship, radio and television broadcasting, governmental relations, negotiations with major vendors, and litigation matters. Through this representation, we have gained substantial experience in the business and legal issues facing professional sports franchises.