Anthony J. Testa, Jr.
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| Office: | Wilmington, DE |
| Position: | Partner |
| Phone: | 302-888-1112 |
| Email: | atesta@margolisedelstein.com |
Anthony J. Testa, Jr. is a partner in the Business and Owners’ Services group and in the Estates and Trust Services group at Margolis Edelstein. Grounded in more than 15 years of substantial, hands-on experience in business in the private sector that followed nearly 10 years of public practice as a Certified Public Accountant with Price Waterhouse (now Pricewaterhouse Coopers), Mr. Testa’s areas of concentration include estate and wealth transfer planning; business succession; closely held and family business counseling; taxation of enterprises and individuals; asset acquisitions and dispositions; mergers and acquisitions; business formations; and, commercial contracts.
Business Entity services provided by Mr. Testa include negotiating and drafting letters of intent, confidentiality and non-disclosure agreements, asset purchase agreements, exclusive purchase agreements, commercial loan agreements, security agreements, and promissory notes, as well as counseling for acquisition and divestiture transactions; preparing commercial contracts for the purchase or sale of goods and services and commercial property lease agreements.
Mr. Testa’s Business Entity services also include counseling and representation for planning or compliance related to federal and state business income tax matters and multi-state sales, gross receipts, payroll, franchise, property and business privilege tax matters, as well as counseling and representation for tax audits, tax appeals, and tax court litigation.
From the formative through the inter-generational phases of a business enterprise, Mr. Testa’s Business Entity services include counseling and representation to negotiate and prepare organic documents for different forms of entities (including bylaws, shareholders agreements, limited liability company operating agreements, agreements of limited partnership, and buy-sell agreements) and completing the appropriate regulatory filings.
For the Owners of Business Entities, Mr. Testa provides counseling and representation for estate planning and wealth transfer matters which include preparing wills, revocable and irrevocable trust agreements, performing estate tax analyses, presenting alternative estate planning and gifting considerations and strategies, and counseling related to buy-sell arrangements. Mr. Testa also provides counseling and representation related to personal income tax matters which include tax posturing analyses, presenting alternative tax considerations and income tax planning, as well as assisting with tax compliance obligations. Through all phases of a business enterprise, Mr. Testa’s entrepreneurial advice and counseling activities involve personal, family and inter-generational business succession and transitional matters.
In addition, to the practice of law, Mr. Testa is also an Adjunct Faculty member at Widener University School of Law where he teaches advanced tax subjects.
While in the private sector, in addition to the responsibilities of In-house Counsel, Mr. Testa structured, implemented and monitored treasury, financial, and tax policies and systems of internal control; designed, and maintained plans for strategic, operating, capital, and cash flow analyses; conducted all financing negotiations with third-party debt sources; implemented and administered all aspects of all employee benefit plans; evaluated and procured enterprise risk management coverage and plans for health and welfare benefits; and, trained and developed Finance professionals.
While in public accounting, Mr. Testa’s experience included managing financial statement examinations and studies of systems of internal accounting controls for: stock exchange registrants; closely-held businesses; city government and other municipal agencies; nonprofit education and health and welfare organizations; and, defined benefit and defined contribution plans. Mr. Testa also managed transactions involving: mergers and acquisitions; initial public offerings; private placement memoranda; investigations of fraudulent activities; divestitures; recapitalizations; and, employee stock ownership plans.
Education:
Widener University School of Law, Wilmington, DE, J.D. (cum laude)
University of Miami, Coral Gables, FL. M.B.A.
University of Miami, Coral Gables, FL. B.B.A. (cum laude)
Professional Memberships and Activities:
Mr. Testa is admitted to the bar in the states of Delaware, New Jersey, and Pennsylvania. Although no longer in public practice, Mr. Testa also maintains his licenses as a certified public accountant in the states of Delaware, Florida, and Pennsylvania.
Mr. Testa is a member of the Regional Board of Directors of the Blood Bank of Delmarva and he was a former member of the Board of Directors for both the Pencader Education Association and for the Delaware Society of Certified Public Accountants. Although active as a member of the Sections of Estates and Trusts and of Taxation of the Delaware State Bar Association, Mr. Testa previously served as Chairman of the Section of Taxation. Mr. Testa also served as Chairman of the Tax Committee of the Delaware Society of CPAs and remains actively involved in Committee affairs serving as the Delaware Society of CPAs Legislative Coordinator.
Over the years, Mr. Testa has had extensive experience in volunteer activities including serving as an attorney guardian ad litem for the Delaware Office of the Child Advocate and serving various religious, community, and county athletic and educational programs.
Speaking Engagements and Presentations:
Mr. Testa has presented many programs on tax and corporate finance subjects and has authored numerous tax and estate planning articles published in the Delaware Journal of Corporate Law, the Monthly Digest of Tax Articles, the Encyclopedia of Private Equity and Venture Capital, The CPA Journal, The Pennsylvania CPA Journal and the newsletter of the Delaware Society of CPAs.
Publications/Articles:
§ Contributing author and task force member for The AICPA Audit Committee Toolkit: Private Company (published by the American Institute of Certified Public Accountants, October 2008).
§ Article authored and published in the
Delaware Journal of Corporate Law:
Buy-Sell Agreements and the Web of Federal Estate and Gift Tax Exposure, 27 Del. J. Corp. L. (2002).
Republished, with permission in:
The Monthly Digest of Tax Articles, July 2003.
The Encyclopedia of Private Equity and Venture Capital, 12.2, VC Experts; http://vcexperts.com/vce/library/encyclopedia/ (September 2, 2003)
§ Article authored and published in The CPA Journal:
Escheat: Financial Statement Considerations. August 2004.
§ Article authored and published in the Pennsylvania CPA Journal:
Tax Practice, Ethics, and the IRS – Standards of Conduct to Advise a Client and Prepare a Tax Return, Winter 2001.
§ Articles authored and published in the Newsletter of Delaware Society of CPAs:
Federal Tax Controversies Related to the Purchase of Intangible Assets, Vol. 39, Issue 10, June 1999;
Tax Practice, Ethics, and the IRS – Standards of Conduct to Advise a Client and Prepare a Tax Return, Vol. 41, Issue 3, March 2000;
Comparative Analysis of Lifetime Transfers Includible in a Decedent’s Gross Estate Under the Internal Revenue Code – Part I, January 2001;
Escheat: Financial Statement Considerations for the C.P.A. May 2003.
§ Recent Press Releases:
Governance Guidance for Privately-Held Businesses;
Delaware State Tax & Escheat Law Update.
Areas of Concentration
- Business and Shareholder Services
- Estate and Trust Planning/Administration
Articles