John M. (J.M.) Ramey III
(804) 419-4113
jmramey@rameymichael.com

J.M. Ramey is a founder of Ramey|Michael.  J.M. works closely with owners of small businesses on a variety of matters that impact their bottom lines and regularly assists his clients with  such issues as entity structuring; corporate, partnership and real estate taxation; capital needs, including private securities offerings, venture capital and "angel" financing; buy-sell agreements; mergers and acquisitions; and succession planning. J.M. also assists businesses on a wide range of day-to-day issues including the preparation of joint venture agreements; sales, marketing and production agreements; non-disclosure and non-solicitation agreements; employment and consulting agreements; and employee incentive plans.
J.M. also focuses on private securities offerings and regularly represents regional and national clients in structuring various types of private securities offerings, including offerings by operating companies seeking initial seed capital, offerings by private investment funds and offerings by real estate sponsors.
Finally, J.M. is a nationally recognized authority on Section 1031 like-kind exchanges.

Relevant Experience

• Since 2005, J.M. has assisted clients in raising in excess of $1 billion of equity through private placements of real estate securities.
• Assists clients in structuring legal entities for real estate, tax and a variety of other business transactions.
• Advises clients on a wide variety of other real estate, corporate and partnership tax issues.
• Has clients throughout the United States.

Education

• University of Richmond T.C. Williams School of Law, J.D.
• University of Virginia, B.A.

Published Works

• Revocable Trusts and the Death of a Spouse: Is the Decedent's Trust Accredited?
• Time Limits and Identification Issues in 1031 Exchanges: What Tenant In Common Syndications Have to Offer, co-authored with Deborah Schwager Froling
• Traps for the Unwary in TIC Deals, co-authored with G. Wythe Michael
• Tax Watch: Silo Transactions, co-authored with Paul E. Hoelschen, Jr.
• Internal Revenue Code Section 470: Implications for Section 1031 Exchanges, co-authored with Paul E. Hoelschen, Jr.
• REITs in Development: Avoiding Qualification Woes, co-authored with Richard P. Cunningham, Jr.

Speaking Engagements

• Greater Richmond Association of Commercial Real Estate (December 2006)
• TICA (2005)
• OMNI Brokerage Fall Conference (2005, 2006)
• Institute of International Research, Second Annual Summit of Tenant-In-Common Transactions (2006)
• Real Estate Tax Issues (2004-2006)
• Like-Kind Real Estate Exchanges (2003-2006)
• Advanced Like Kind Real Estate Exchanges (2004-2005)
• LLCs: Advising Small Business Startups and Larger Companies (2003-2004)
• Information Management Network, New York (TIC Conference, November 2006)

Pro Bono | Community Service

• Richmond Sportsbackers

Recognition

• Virginia Business Magazine's Legal Elite - 2006

Memberships

• Virginia State Bar
• American Bar Association (Business Section and Tax Section; Vice-Chair, Syndications Sub-Committee, Real Estate Committee of the ABA Tax Section)
• Virginia Bar Association (Business and Tax Sections)
• Richmond Bar Association
• Real Estate Invesment Securities Association (Chair, Legislative & Regulatory Committee, 2006; Secretary, Legislative & Regulatory Committee, 2006-2007)

Bar Admission

• Virginia, 1996

G. Wythe Michael, Jr.
(804) 419-4332
wmichael@rameymichael.com

Wythe Michael is a founder of Ramey|Michael and focuses on the legal issues facing owners of privately held companies. Often acting as an outside "general counsel," Wythe provides practical solutions to legal issues by working with company management to understand and implement their business strategy. Wythe regularly assists growing companies on such issues as entity structuring; capital needs, including private securities offerings, venture capital and "angel" financing; buy-sell agreements; mergers and acquisitions; succession planning; and personal estate planning. Wythe also assists businesses on a wide range of day-to-day issues including the preparation of joint venture agreements; sales, marketing and production agreements; non-disclosure and non-solicitation agreements; employment and consulting agreements; and employee incentive plans.
Wythe's practice also focuses on private securities offerings and regularly represents regional and national clients in structuring various types of private securities offerings, including offerings by operating companies seeking initial seed capital, offerings by private investment funds and offerings by real estate sponsors.

Relevant Experience

• Assisted numerous clients in the acquisition or sale of manufacturing, construction, technology, medical and service businesses.
• Represented numerous issuers in structuring and implementing private securities offerings, raising in excess of $750 million in equity since 2003.
• Represented a private equity fund in a $75 million offering for the acquisition of a large, diversified portfolio of commercial real estate properties.
• Assisted a regional construction company in the formation of an ESOP and the purchase and financing of 100% of the company's stock by the ESOP.
• Advised a medical technology company in developing a model for joint venture arrangements with physician-users, including resolving regulatory issues, developing agreements and structuring securities offerings.
• Represented several clients in the strategic acquisition or sale of distressed technology companies involving structured payments to creditors and potential shareholder earn-outs.
• Represented several private equity and hedge funds in offerings targeting real estate and long/short opportunities.
• Represented a regional venture capital firm in numerous "Series A", "Series B" and "Series C" preferred stock investments, as well as several bridge financings in portfolio companies.

Education

• University of Richmond, J.D.
• College of William and Mary, B.A.

Published Works

• Momentum Continues Toward Advisor and Fund Registration 
• Traps for the Unwary in TIC Deals, Co-authored with J.M. Ramey
• SEC Issues Proposed Rules Regarding Changes to Regulation D
• The Virginia Limited Liability Company Act

Speaking Engagements

• IMN's 10th Annual U.S. Real Estate Opportunity & Private Fund Investing Forum - New York, June, 2009 
• Tenant in Common Association Sponsors Forum, Annual Meeting - Las Vegas, Fall 2006
• Information Management Network Texas TIC Conference – Dallas, Texas, 2006, 2007
• Western America Equities President's Summit – Seattle, Washington, 2004
• LLCs: Advising Small Business Startups and Larger Companies – Richmond, 2003, 2004, 2005
• Wythe also regularly lectures on securities law compliance, choice of entity, and limited liability companies.

Pro Bono | Community Service

• Richmond Bar Association, Pro Bono Committee Member 
• Salvation Army Adult Rehabilitation Center, Past Chairman of Advisory Council
• Little League Baseball, Coach
• Upward Basketball, Coach
• FC Richmond Soccer, Coach

Recognition

• Virginia Business Magazine's Legal Elite - 2007 & 2008

Memberships

• Virginia State Bar
• Richmond Bar Association
• American Bar Association (Member, Business Law Section)

Bar Admission

• Virginia, 1993
• U.S. District Court, Eastern District of Virginia, 1995
• U.S. Court of Appeals, Fourth Circuit, 1996