Jordan M. Halle

Partner, Co-Chair of Tax & Private Wealth Section
blank image Jordan M. Halle
Jordan M. Halle

Jordan M. Halle

PARTNER, CO-CHAIR OF TAX & PRIVATE WEALTH SECTION
BALTIMORE
T: 443.263.8205
F: 410.234.2379

Mr. Halle’s practice focuses on business and corporate law, partnership and individual tax matters, franchising law and corporate transactional matters. Before joining Whiteford Taylor & Preston LLP, he served as a judicial clerk to the Honorable Lynne A. Battaglia of the Court of Appeals of Maryland.

As Co-Chair of Whiteford’s CARES Act committee, Mr. Halle has written numerous articles about the Paycheck Protection Program (“PPP”), keeping the firm and its clients updated on all the latest developments and has guided dozens of clients through the PPP process, representing millions of dollars in PPP funding, including recently successfully appealing a forgiveness denial with $2+ million at stake.

Recognitions

  • The Associated: Jewish Federation of Baltimore, Fred Walpert Award (2023)
  • IFLR1000 United States, "Rising Star" in Maryland M&A (2020, 2024)
  • The Best Lawyers in America®, Baltimore Tax Law "Ones to Watch" (2021-2024); Tax Law (2025)
  • Maryland Super Lawyers®, Business/Corporate "Rising Star" (2020-Present)


Memberships & Activities

  • Member: American Bar Association
  • Member: Board of Trustees of the Jewish Museum of Maryland; Treasurer
  • The Associated: Jewish Federation of Baltimore – Chair, IMPACT Young Professionals Committee
  • Member: Maryland State Bar Association
    • Former Vice Chair – Franchise and Distribution Law Committee 
    • Former Tax Section Council Member-at-Large; Chair, Maryland Taxes Treatise Subcommittee
  • Former Editorial Board Member, Production Editor, University of Baltimore Law Review
  • Former Fellow, Maryland State Bar Association – University of Baltimore Business Law Clerkship
  • Former Editorial Board Member, Maryland State Bar Association Business Law Section Newsletter

TRANSACTION AND CONTROVERSY TAX MATTERS

  • Provide tax advice to clients in numerous merger and acquisition transactions
  • Provide guidance to entities seeking or maintaining 501(c)(3) tax-exempt status
  • Handle federal and state income tax, sales tax and property tax audits
 

FRANCHISING LAW

  • Prepare franchise disclosure documents and franchise agreements for new franchisors
  • Review franchise disclosure documents and franchise agreements on behalf of franchisees
  • Negotiate franchise agreements for franchisors and franchisees
 

BUSINESS & CORPORATE LAW

  • Counsel clients with regard to choice-of-entity issues and general business structuring
  • Negotiate and draft formation and governance documents, such as bylaws and operating agreements
  • Advise clients on corporate issues and transactional matters
 

Intellectual Property & Technology

  • Represents multiple software startups and established businesses to negotiate agreements for the licensing of their IP, IP protection and acquisition and development, including through independent contractors and skilled employees
INSIGHTS

Presenter: Remote Work Agreements: Establishing Expectations and Mitigating Risk, Virginia Society of Association Executives, June 9, 2022

Presenter: Latest Updates to the Paycheck Protection Program, Webinar, LeadingAge Virginia CFO Forum, January 21, 2020

Co-Presenter: PPP Forgiveness – Can I Really Keep the Money??, Webinar, Baltimore Development Corporation, June 15, 2020

Co-Presenter: Choice of Corporate Entity (A Webinar), September 13, 2019

Interviewed in: “Jordan Halle: Connecting Young Jewish Baltimore” The Associated (December 2018)

ARTICLES

A Primer on IP Representations and Warranties in Asset Purchase and M&A Deals

Parties to a bargain typically make representations and warranties (“RWs”) to one another. RWs expressly record the parties’ understanding as to the conditions and facts under which they enter into a deal. In an asset purchase or an M&A deal, they form a material part of the transaction and account for a significant portion of the negotiations.
 

Client Alert: IRS Will Determine Whether PPP Loans Properly Forgiven, Treat Improperly Forgiven Amounts as Income

As one of the authors noted in a previous alert, “the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible.”  Recent non-precedential guidance from the IRS’s Office of Associate Chief Counsel, however, has concluded that only properly forgiven amounts will not be treated as gross income by the IRS.  In short, the IRS intends to reach its own determination regarding the propriety of the decision of the U.S. Small Business Administration (“SBA”) to forgive PPP loan amounts.

Client Alert: Inflation Reduction Act’s Renewable Energy Incentives to Embolden U.S. Energy Transition

The Inflation Reduction Act (the “Act”), signed into law on August 16, 2022, creates new opportunities for the renewable energy industry and is a welcome change in an industry accustomed to uncertainty regarding its primary financial incentives. The Act’s provisions modified many of the clean energy credit and incentive provisions of last year’s Build Back Better Act.  The Act earmarks $374 billion for decarbonization and modernization of U.S.  manufacturing in the renewable energy sector (the “Renewable Sector”).

Client Alert: Inflation Reduction Act Speeds through Senate – Key Takeaways

This week the Senate has advanced the landmark tax, climate, and healthcare bill known as the Inflation Reduction Act (H.R. 5376) (“IRA”) which will be considered by the House of Representatives in the coming days and, if passed, will arrive on President Biden’s desk for signature into law.

Client Alert: IRS Provides Additional Direction on Tax Treatment of PPP Loan Forgiveness

From the outset, the CARES Act provided that the forgiven amounts of Paycheck Protection Program (“PPP”) loans would not be includable in a PPP borrower’s gross income at the federal level, and subsequent legislation provided that expenses paid with PPP funds would still be tax deductible. On November 17, 2021, the Internal Revenue Service (“IRS”) issued three separate revenue procedures on the tax treatment of the forgiveness of PPP loans: Rev. Proc. 2021-48, Rev. Proc. 2021-49, and Rev. Proc. 2021-50.

Client Alert: Don’t Jeopardize Your PPP Forgiveness Appeal

Recently, we’ve been hearing from clients that their Paycheck Protection Program (“PPP”) loans are being reviewed by the Small Business Administration ("SBA") and we are here to help respond to SBA inquiries and requests for information. This Client Alert discusses the Interim Final Rule (“IFR”), effective September 14, 2021, promulgated by the SBA detailing the procedures for appealing adverse PPP forgiveness determinations. Note that these will only become relevant if the SBA formally denies (in whole or in part) a PPP forgiveness application by the delivery of a final SBA loan review decision document.

Client Alert: Maryland’s Digital Products Tax Will Impact Everyone

Effective March 14, 2021, the Maryland General Assembly overrode Governor Larry Hogan’s veto and enacted a digital products tax as part of the “21st Century Economy Fairness Act” (the “Act”). See House Bill 932 (2020 Legislative Session). Simply stated, the Act extends Maryland’s existing 6% sales and use taxes to digital goods. 

Client Alert: What We’re Learning About Second Draw Paycheck Protection Loans and Other Implementation of Recent Legislative Action

As we recently announced regarding the Economic Aid Act, Congress authorized certain PPP borrowers who have already used (or will use) their PPP funds to apply for a second draw PPP loan (“PPP2”).  Effective January 6, 2021, SBA released an Interim Final Rule on PPP2 (the “PPP2 IFR”). This client alert summarizes some of the salient and broadly applicable terms in the PPP2 IFR. Following this discussion, we also highlight parts of the Amended Interim Final Rule (the “Amended IFR”), also effective January 6, 2021, that consolidates previously published interim final rules and amends them to incorporate changes under the Economic Aid Act.
 

A Special Alert for Tax-Exempt Organizations: Impact of New Congressional Action on the Paycheck Protection Program

On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.

Client Alert: New Congressional Action Means Big Things for the Paycheck Protection Program

On December 21, 2020, Congress passed H.R. 133, the Consolidated Appropriations Act, 2021 (the “Omnibus Act”), which includes among its more than 5,000 substantive pages, long-awaited follow-ups to the CARES Act to provide additional resources to individuals and businesses. Among the provisions are updates to the Paycheck Protection Program (“PPP”), which will benefit both existing and new borrowers. Below is a look at some of the significant developments under the Omnibus Act related to the PPP. This summary does not include every update to the PPP in the Omnibus Act, but highlights certain key changes.

Client Alert: PPP Loan Necessity Questionnaire – The Continuing Saga of the Necessity Certification

On October 26, 2020, the Small Business Administration (“SBA”) published notice that it is seeking approval from the government’s Office of Management and Budget (“OMB”) to release two new forms applicable to Paycheck Protection Program (“PPP”) borrowers who received loans above $2 million. (SBA has previously announced that all PPP borrowers who received more than $2 million in PPP loans, including by aggregation with affiliates, would have their application audited.) According to SBA data, there are over 30,000 PPP borrowers who would be required to submit either proposed Form 3509, for for-profit businesses, or Form 3510, for nonprofit organizations.

Client Alert: SBA Issues Important Guidance on Sale of a Business with Outstanding PPP Loan

On October 2, 2020, the SBA released guidance on changes of ownership of a business that received a PPP loan.  While the SBA directed these procedures to PPP lenders, unless the SBA has already forgiven the loan entirely the PPP borrower must provide prior notice to its PPP lender, including a copy of the transaction documents and information on the new owners.  In addition, the borrower is likely to have to either place the principal amount of the loan in escrow pending forgiveness determination, or delay its transaction until the SBA approves it.

Client Alert: Issues Abound in Employee Payroll Tax Deferral

On August 8, 2020, President Trump sent a memorandum (the “Memorandum”) to the Treasury Department (“Treasury”), ordering the Secretary of the Treasury to defer collection of the employee portion of Social Security withholding (and withholding for certain railroad workers under the Railroad Retirement Tax Act) from September 1, 2020, through December 31, 2020.

UPDATED - Client Alert: Six Steps to PPP Loan Forgiveness

Congratulations, you received a loan under the Paycheck Protection Program (“PPP”)! Now you want to maximize your ability to take advantage of the opportunity to have up to 100% of the loan forgiven. The following guide provides overall concepts to consider in using your PPP loan proceeds. Please reach out to the authors or your other professional advisors if you have questions about your specific situation.

Maryland's SALT Deduction Cap Workaround

The 2017 tax law, known as the Tax Cuts and Jobs Act (the “TCJA”), imposed a $10,000 limit on individual state and local tax (“SALT”) deductions, but not on entity taxpayers. This deduction has been a particular pain point for owners of pass-through entities (“PTEs”) that pay state and local taxes to high-tax states. These potential deductions pass through to the individual owners, who are subject to the $10,000 SALT cap.

Client Alert: EZ PPP Forgiveness Application and Self-Employed PPP Usage Cap

On June 17, 2020, the SBA posted to its website a number of new documents for the Paycheck Protection Program (“PPP”) that reflect both changes required as a result of the Flexibility Act and that small business advocates had urged to streamline the PPP forgiveness process. This includes an Interim Final Rule (“IFR”) that significantly updates the owner-compensation replacement rule for a 24-week Covered Period and a new “EZ” forgiveness application.

Client Alert: Key Changes To The Paycheck Protection Program

The Paycheck Protection Program Flexibility Act of 2020 (HR 7010) (the “Flexibility Act”), signed into law on June 5, 2020 (the “Effective Date”), provides relief to small businesses seeking relief under the Paycheck Protection Program (the “PPP”), including, significantly, an extended period to use PPP loan proceeds and a reduction in the amount of funds that are required to be used towards payroll costs from 75% to 60%.

Client Alert: More Questions Answered in the PPP Loan Forgiveness Application

In the evening on Friday, May 15, 2020, the SBA issued the long-awaited Paycheck Protection Program Loan Forgiveness Application and its instructions. The Application provides a step-by-step process that will ultimately lead borrowers to a determination of the amount of their PPP loan that can be forgiven.

Client Alert: Diminished Deductions for the Use of Certain PPP Loan Proceeds

In Notice 2020-32, the IRS answered the question that had been the subject of wide discussion and debate (at least among tax attorneys) as to whether borrowers under the Paycheck Protection Program (“PPP”)[1] could deduct the cost of expenses paid with PPP proceeds that are forgiven under Section 1106 of the CARES Act. Answer: No.

[1] For details about the PPP, please refer to our COVID-19 resource page, https://www.wtplaw.com/practices/covid-19.

Client Alert: SBA Clarifies the Standard for Needing a PPP Loan

As part of the Paycheck Protection Program (the “PPP”), the CARES Act suspended the ordinary requirement for SBA loans that borrows demonstrate an inability to obtain credit elsewhere. Instead, borrowers are required to certify, which lenders are entitled to rely upon, that “[c]urrent economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”

Client Alert: Is Your Business an "Essential Business" during Your State's Shutdown?

To date, the governors of a growing number of states have issued orders implementing a variety of state-wide “shutdown” measures intended to slow the spread of COVID-19. Such orders vary from state to state and range from limiting certain gatherings and activity (including the closure of select businesses) to a full “shelter in place” order.

Client Alert: SBA Loan Program for Businesses Economically Impacted by Coronavirus

The U.S. Small Business Administration's (“SBA”) Economic Injury Disaster Loan (“EIDL”) program provides low interest loans to small businesses suffering substantial economic injury as a result of the Coronavirus.

The small business or private non-profit must have its principal office located in a state that has been declared a disaster area, which, currently, include D.C., Delaware, Maryland, Pennsylvania and Virginia. Loans under the EIDL program are for up to $2,000,000 with interest rates capped at 3.75% for small businesses, and 2.75% for private non-profits. Loan proceeds may be used to pay fixed debts, payroll, accounts payable and other bills that can’t be paid because of Coronavirus’s impact.

Client Alert: Extended Tax Deadlines – Details Matter

We have received inquiries about the possible extension of tax payment and tax filing deadlines in response to Covid-19, as well as some misstated rumors. This client alert is intended to clarify the current state of tax payment and filing deadlines at the federal level and at the Maryland level. 

Opportunity Zone Regulations: Round 2

“Good things come to those who wait…”

At long last, on April 17, 2019, Treasury released its second set of proposed regulations providing guidance on Opportunity Zones. (Available here). These proposed regulations answer some questions about how operating businesses can take advantage of the Opportunity Zones. Of particular note and as highlighted below, Treasury provided much needed guidance and flexibility regarding leased property.

What You Should Know About Qualified Opportunity Zones

The 2017 Tax Cuts and Jobs Act established the Qualified Opportunity Zone program to provide a tax incentive for private, long-term investment in economically distressed communities (Sections 1400Z-1 and 1400Z-2 of the Internal Revenue Code). Investors in these programs can defer and, potentially, reduce tax on short or long term capital gains (“Gains”) by investing in a Qualified Opportunity Zone Fund (an “OZ Fund”).

The Bipartisan Budget Act Partnership Audit Change: Is It Time to Update Your Operating Agreement?

As a result of the Bipartisan Budget Act (“BBA”) enacted in 2015, beginning this year partnership audits (which means the audits of any entity taxed as a partnership for federal income tax purposes, most typically limited liability companies (“LLCs”) and limited partnerships) will be governed by the IRS’s newly centralized audit regime.  Considering how many franchisees and franchisors are LLCs and are treated as partnerships for tax purposes, these new rules demand the attention of people involved in franchising, real estate and many other business ventures.


U.S. Supreme Court Decision Permits States to Charge Sales Tax for Online Purchases

On June 21, 2018, the Supreme Court issued its opinion in South Dakota v. Wayfair, Inc., overturning Quill Corp. v. North Dakota, 504 U.S. 298 (1992) and National Bellas Hess v. Illinois, 386 U.S. 753 (1967), and ushering in a new paradigm for sales tax nexus. Ultimately, the court held that the physical presence rule as refined in Quill was unsound and incorrect and that states may charge sales tax on purchases from out-of-state sellers that do not have a physical presence in the taxing state, so long as the seller has “substantial nexus” with the taxing state. 


How the Tax Cuts and Jobs Act Affects Nonprofit Executive Compensation

The Tax Cuts and Jobs Act created Section 4960 of the Internal Revenue Code that imposes a new 21% excise tax on certain tax-exempt entities (including any organization exempt under Section 501(c), (d), 401(a) or 115) on (i) the annual compensation (including benefits and deferred compensation) paid to its five (or more) highest-paid employees in excess of $1,000,000 and (ii) excess parachute payments paid to the same class of employees.


NEWSLETTERS

PRESENTATIONS

Webinar: Choice of Corporate Entity

Jordan Halle and Phil Bogart discuss the various types of business entities, general governance and ownership principles, and the pros and cons of choosing an entity type for a given purpose. The discussion also includes the federal income tax aspects of these entity types.

36 Whiteford Attorneys Named Super Lawyers and Rising Stars

Whiteford, Taylor & Preston is pleased to announce that thirty-six of its attorneys are listed among the 2024 Super Lawyers and Rising Stars in Delaware, District of Columbia, Maryland, New York, Pennsylvania and Virginia.

A Record 87 Whiteford Attorneys Listed in Best Lawyers in America 2024, Ten Selected as “Ones to Watch”

87 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2024 (copyright 2023 by Woodward/White, Inc., of Aiken S.C.). New practice areas of recognition include CleanTech Law and Entertainment and Sports Law. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.

Whiteford Partners with Blue J to Transform Tax Research

Whiteford, Taylor & Preston, a leading, full service Mid-Atlantic law firm, is pleased to announce its partnership with Blue J, a leading provider of artificial intelligence (AI) solutions for tax law. 

73 Whiteford Attorneys Listed in Best Lawyers in America 2023, Six Selected as “Lawyer of the Year”

73 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2023 (copyright 2022 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington, D.C. offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.

New 2022 Partners Elected at Whiteford Taylor & Preston

Whiteford, Taylor & Preston is pleased to announce that Jordan M. Halle, Emily K. Lashley, Stephen E. Luttrell, Kelly E. McCauley and Patrick D. McKevitt have been named Partners of the firm, effective January 1, 2022.

43 Whiteford Attorneys Named Super Lawyers and Rising Stars

Whiteford, Taylor & Preston is pleased to announce that forty-three of its attorneys are listed among the 2022 Super Lawyers and Rising Stars in D.C., Kentucky, Maryland, New York, Pennsylvania and Virginia.

75 Whiteford Attorneys Listed in Best Lawyers in America 2022, Eight Named “Ones to Watch”

A record 75 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2022 (copyright 2021 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.

48 Whiteford Attorneys Named Super Lawyers and Rising Stars

Whiteford, Taylor & Preston is pleased to announce that forty-eight of its attorneys are listed among the 2021 Super Lawyers and Rising Stars in D.C., Delaware, Kentucky, Maryland, New York, Pennsylvania and Virginia

71 Whiteford Attorneys Listed in Best Lawyers in America 2021, Six Named “Lawyer of the Year”

A record 71 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2021 (copyright 2020 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.