Bob G. Goldberg

Chair, Taxation and Estates

Mr. Goldberg is a Partner at MSF and Chairs the firm’s Tax, Executive Compensation & Benefits Group. Mr. Goldberg regularly advises clients on the formation and operation of joint ventures, corporations, and other investment vehicles, and has extensive experience in a broad variety of federal and local tax matters with particular focus on federal income tax issues related to corporations, partnerships, limited liability companies, and tax-exempt organizations (including public and private school districts). His practice involves both transactional tax planning and tax controversy work across many industries, including real estate.

Mr. Goldberg also has significant experience in the areas of executive compensation and employee benefits. He represents clients on a range of compensation and benefits matters, including advising on equity and incentive compensation plans, nonqualified pension plans, and employment, severance and change in control agreements. Mr. Goldberg also advises clients on issues related to retirement plan terminations, the Employee Retirement Income Security Act’s (ERISA) fiduciary duty and prohibited transaction rules, and benefit plan controversies.


LL.M., Taxation, New York University School of Law

J.D., St. John’s University School of Law

B.S. Economics, State University of New York at Albany


NY Tax Court

State of New York

Southern District of New York

Representative Matters

Mr. Goldberg’s representative matters include:

  • Counseling clients that range from families and developers to private equity funds, structuring from a federal, state and local tax perspective, complex like-kind exchanges, and other tax-efficient partnership transactions, including sales of partial interests, mergers, split-ups, roll-ups and various forms of workout transactions.
  • Negotiating and structuring partnerships and LLCs, including preparing allocation, distribution, liquidation and other relevant provisions.
  • Structuring acquisitions and sales of businesses through asset and stock transfers; planning and executing tax-free reorganizations, spin-offs and other distributions of stock.
  • Advising clients regarding structures for domestic real estate funds that address the issues of foreign and exempt investors.
  • Advising on numerous tax-deferred exchanges of real property and forming and restructuring related ownership entities, including restructuring of ownership entities to permit owners to undertake a tax deferred exchange.
  • Structuring and designing of equity compensation arrangements, including stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock, performance shares and LLC/partnership interests (including profits interests) and nonqualified deferred compensation plans, as well as executive employment, severance and change-in-control agreements.
  • Advising clients on the use of family limited partnerships, limited liability companies (LLCs) and other estate and succession planning vehicles for business interests and real property.
Speaking Engagements

Mr. Goldberg regularly lectures to professional organizations on subjects such as income tax planning for retirement plan benefits, obligations of plan fiduciaries under ERISA, COBRA and Employee Stock Ownership Plans (ESOPs)