Our People
Brian M. Katusian
Associate
Brian Katusian is an associate with the law firm of Seltzer Caplan McMahon Vitek. His practice emphasizes tax law, tax exempt organizations, business law, and ERISA/Employee Benefits.
Education Background
Mr. Katusian received his Bachelor of Science degree in Management Science, with honors, from the University of California at San Diego, in 2004, and his Juris Doctor from the University of San Diego School of Law, in 2007. While attending the University of California at San Diego, Mr. Katusian also studied abroad at the University of Chile in Santiago, Chile, and received a minor in Spanish Literature. He is fluent in Spanish. While in law school, Mr. Katusian was a member of the law school’s Irving R. Kaufman Securities Law Moot Court Team, and served as a research assistant for Professor Fred Zacharias, USD Herzog Research Professor of Law. He also received his LL.M. in Taxation at the University of San Diego School of Law, in 2007, where he was a Graduate Law Merit Scholar and a student attorney at the University of San Diego School of Law’s Tax Clinic.
Employment Background
Prior to joining Seltzer Caplan McMahon Vitek, Mr. Katusian was an associate at another San Diego law firm.
Representative Matters
Tax
- Advises clients regarding the local, state, federal and international tax consequences of a wide range of business and estate planning transactions
- Forms business organizations, including limited liability companies, partnerships, and corporations
- Represents entities and individuals, including lenders, borrowers, guarantors, developers, contractors, owners, investors, trustees, and fiduciaries in a wide variety of tax matters before governmental entities including the Internal Revenue Service, California State Board of Equalization, and California Franchise Tax Board
- Represents companies in structuring tax-free reorganizations
- Represented a non-exempt membership organization under Section 277 of the Internal Revenue Code (“Code”) in its $20.5 million sale. Tax involvement included advice on the federal income tax treatment of the sale to the Association, and preparation of a Private Letter Ruling for filing with the Internal Revenue Service
- Represented various subsidiary LLCs of a large Southern California Real Estate Developer in their acquisition of a multi-million dollar Jet Aircraft. Tax involvement included obtaining an exemption from Sales & Use Taxes from the California State Board of Equalization. Additionally, obtained Aircraft Registration from the Federal Aviation Administration (“FAA”), and prepared and recorded an Aircraft Security Agreement with the FAA. Also prepared various related agreements such as FAA-Compliant “Dry Lease” Agreement, Management Agreement, etc.
- Represented a company in connection with the proposed division of the company pursuant to a marital dissolution. Tax involvement included advice and structuring of a Code Section 355 “split-off”
- Represented a public charity in connection with its grants to Guatemalan Organizations in order to assist earthquake victims. Tax involvement included advising and structuring the program to avoid jeopardizing its tax exemption
- Formed and obtained Federal and California Tax Exemptions for a Private Operating Foundation formed to assist victims of gastro-esophageal signet cell adenocarcinoma
- Represented a Homeowners’ Association regarding the availability of Federal Residential Energy Efficient Property Tax Credits to Association Members in connection with the proposed installation of Solar Panels
- Represents a Homeowners’ Association in connection with the transfer of a Social Welfare Organization, under Section 501(c)(4) of the Code, from the Association Developer to the Association. Involvement includes advice and guidance on jeopardizing the Social Welfare Organization’s exemption, “excess benefit transactions,” and private inurement
ERISA/Employee Benefits
- Amended and restated numerous defined contribution plans (401(k), profit-sharing, and money purchase pension plans) for compliance with the Economic Growth Tax Relief Reconciliation Act of 2001 (“EGTRRA”)
- Prepared Qualified Domestic Relations Orders (“QDROs”) for divisions of plan benefits in connection with marital dissolutions
- Represented several companies and business owners in determining whether or not the Code’s “Controlled Group” Rules applied such that all qualified plans would be aggregated for various purposes
- Amended and Restated the Cafeteria Plan and SPD of a mid-sized law firm to ensure compliance with Code Section 125 and the Regulations promulgated thereon
- Advised a Third-Party Administrator in connection with the sale of one of its client’s Employee Stock Option Plans (“ESOP”). Involvement/advice included: avoiding potential ERISA Section 404 fiduciary liability, determining ESOP Key Employees for testing purposes, obtaining an independent appraisal pursuant to Section 401(a)(28) of the Code, and ensuring the proper voting procedure for the ESOP sale was followed
- Drafted and/or advised clients regarding Code Section 409A-Compliant Deferred Compensation Agreements for Key Executives
- Represented a company in connection with the termination of its profit-sharing plan, and the subsequent transfer of non-publicly traded assets (promissory notes and limited partnership interests) to a “self-directed” IRA custodian. Involvement included obtaining appropriate asset valuations, preparing satisfactory transfer forms, and advising on possible prohibited transaction implications
Professional Affiliations & Admissions
- State Bar of California (Tax Section)
- United States district Court for the Central District of California
- United States District Court for the Southern District of California
- United States Tax Court
- California Department of Real Estate, Licensed Real Estate Broker
- San Diego County Bar Association
Community Affiliations
- Director, Aria Homeowners Association
- San Diego Hispanic Chamber of Commerce
Publications & Speaking Engagements
- Co-Author, Chapter 16 (Tax Compliance) to “Financing and Protecting California Businesses,” California Continuing Education of the Bar [“CEB”] (2012 update)
- Annual Guest Speaker, University of San Diego School of Law’s Low Income Taxpayer Clinic
- Volunteer Judge, 2010 University of California San Diego Mock Trial Tournament
- Honorary Judge, 2010 University of California San Diego School of Law’s McLennon Honors Moot Court Competition
