CLEVELAND, Ohio – KJK is pleased to announce that David Ebersole has joined the firm as Partner and Director of Economic Development & Incentives, expanding the firm’s capabilities in development finance, public-private partnerships and incentive strategy for real...
OVERVIEW & EXPERIENCE
Sebastian Pascu is a partner and currently the Chair of KJK’s Estate, Wealth & Succession practice group with a comprehensive practice focused on estate planning, business succession, mergers and acquisitions, and complex federal and state tax matters. His work centers on structuring tax-efficient solutions for high-net-worth individuals, multigenerational families, closely held businesses, and fiduciaries, with an emphasis on preserving wealth, managing risk, and navigating sophisticated transactional and compliance challenges.
Sebastian advises clients on the full spectrum of estate planning, from foundational wills and trusts to advanced wealth transfer strategies designed for families with substantial business or real estate holdings. His experience includes sales and gifts to grantor trusts, partnership freezes, GRATs, SLATs, BDITs, ILITs, and dynasty planning, as well as charitable strategies involving private foundations, charitable remainder trusts, donor-advised funds, and non-exempt charitable trusts. He routinely integrates lifetime gifting strategies with estate planning documents to ensure continuity, tax efficiency, and long-term administrative viability across generations.
A significant portion of Sebastian’s practice involves tax structuring for complex business transactions. He regularly serves as lead tax counsel on taxable and tax-free mergers and acquisitions, corporate reorganizations, recapitalizations, and dispositions, including spin-offs and split-offs. His transactional experience spans both buyer- and seller-side planning and includes Qualified Small Business Stock (§1202), personal goodwill, partnership and LLC structuring, unit-class tracking, and tax-free asset divisions. He also advises startups and joint ventures on entity selection and the use of tax incentives such as Qualified Opportunity Zones, Historic Rehabilitation Tax Credits, and New Markets Tax Credits.
Sebastian has deep experience representing clients before the Internal Revenue Service and state tax authorities, including audits, appeals, mediation, and private letter ruling requests, with direct engagement at the IRS National Office level. He frequently authors tax opinions on partnership disguised sale rules, real estate credit regimes, and other highly technical areas of the tax law.
In addition to planning and transactional work, Sebastian counsels fiduciaries and beneficiaries on trust and estate administration, conflict avoidance, fiduciary liability, and income tax planning for estates and trusts. He regularly assists with probate and estate administration, succession planning for family-owned businesses, post-transaction governance, and trust structures holding significant business assets. He also collaborates closely with litigators in estate and trust disputes and is frequently engaged to serve as or advise independent trustees.
Sebastian is also experienced in executive compensation and nonqualified deferred compensation planning under Section 409A, including phantom equity, stock appreciation rights, profits interests, severance arrangements, and incentive compensation design.
His practice is informed by years of experience in both public accounting and private legal practice, giving him a practical, detail-oriented approach that resonates with clients and their advisors. He regularly works alongside accountants, financial advisors, valuation professionals, and family office teams to deliver coordinated, technically rigorous solutions.
Sebastian is a frequent author and speaker on advanced estate planning and tax topics and has been consistently recognized for his work in tax law. He is admitted to practice in Ohio and holds a J.D. from Cleveland-Marshall College of Law, where he served as an Articles Editor for a law journal.
Representative Experience
- Advised ultra-high-net-worth individual with assets located across three countries (UK, USA and UAE) on integrated estate, gift, and income tax planning, coordinating U.S. and cross-border considerations to ensure tax efficiency, compliance, and long-term governance continuity
- Structured and implemented sales of closely held business interests to defective grantor trusts with aggregate transaction values exceeding $250 million, removing future appreciation from taxable estates while preserving cash flow and control objectives
- Designed and implemented advanced wealth transfer strategies involving grantor-retained annuity trusts (GRATs) and subsequent sales to intentionally defective grantor trusts in connection with privately held company stock
- Led estate and post-mortem planning for estates with asset values in excess of $100 million, including coordination of valuation strategies, estate and trust income tax planning, and administration involving complex business and investment holdings
- Counseled young families on foundational estate planning, including the formation of irrevocable life insurance trusts (ILITs), lifetime gifting strategies, and tax-efficient transfers to minor children, with an emphasis on asset protection and long-term flexibility
- Advised beneficiaries of foreign trusts on U.S. income and transfer tax consequences, including planning for and reporting of accumulation distributions, throwback tax exposure, and information reporting obligations
- Represented individuals, fiduciaries, and closely held businesses in federal and state tax audits, appeals, and private ruling matters involving estate, trust, partnership, and cross-border tax issues, achieving favorable resolutions through strategic negotiation and technical advocacy
- Acted as lead tax counsel on the sale of multiple registered investment adviser (RIA) businesses, representing both buyers and sellers. Advised on structuring the transactions to balance immediate tax efficiency with long-term operational flexibility, including asset versus equity considerations, rollover equity, and earn-out provisions
- Designed and implemented complex pre-sale reorganizations for privately held companies, including F-reorganizations, recapitalizations, and contributions to holding entities, to maximize tax basis adjustments and create optimal post-closing structures
- Negotiated and drafted detailed tax provisions in acquisition agreements, including representations, covenants, purchase price adjustments, indemnification, and tax allocation clauses, often advising clients on risk tolerance and potential IRS scrutiny
- Guided sellers through tax-efficient extraction of personal goodwill, contingent payments, and installment sale techniques in multi-million-dollar transactions, while ensuring compliance with Subchapter K for complex partnerships and LLCs
- Advised buyers on basis step-up planning, depreciation and amortization strategies, and post-acquisition integration of corporate and partnership structures, ensuring that new ownership and financing arrangements achieved intended tax and operational outcomes
- Structured joint ventures and strategic combinations involving the contribution of business interests to newly formed entities, carefully considering deferred tax implications and compliance with Section 721, Section 351, and partnership anti-abuse rules
- Represented clients in transaction-focused IRS matters, including private letter ruling requests and National Office consultations, successfully mitigating audit risk and securing favorable outcomes on basis adjustments, reorganization structures, and tax reporting positions
AWARDS
- The Best Lawyers in America® Ones to Watch, Tax, 2021 – 2026
- Ohio Super Lawyer Rising Star, Tax, 2023 – 2026
BAR / COURT ADMISSIONS
- Ohio
PROFESSIONAL & CIVIC INVOLVEMENT
- Cleveland Metropolitan Bar Association
- Ohio State Bar Association
- Estate Planning Council of Cleveland
- Akron Community Leadership Institute
MEDIA MENTIONS
PRESENTATIONS & PUBLICATIONS
- December 2020 – “The Freeze Partnership Technique: Achieving the Best of Both Worlds by Transferring the Appreciation of the Business Assets and Securing the Step-Up in Basis” Cleveland Metropolitan Bar Journal
- March/April 2021 – “Special Problems Created by Private Foundation Excise Taxes for Entrepreneurs,” Probate Law Journal of Ohio (co-authored with Gary A. Zwick, JD, CPA)
- Cleveland Tax Institute, November 18, 2022 – “Bending the Inflexible: F-Reorganization Involving S-Corporations A Fundamental Tool in Deal-Making for a Change in Identity of a Target”
- NAIFA, May 9, 2024 – “Selling a Book of Business”
PRACTICE AREAS
EDUCATION
- Cleveland State University College of Law, J.D., 2014
- Lucian Blaga University, B.A., 2004