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Stephen J. Legatzke


Stephen J. Legatzke photo


Stephen Legatzke is a Principal in the firm's Corporate & Tax Group. He represents clients in corporate, partnership, and individual income tax planning, structured financial transactions, M&A transactions, international lending, executive compensation, debt workouts, and tax controversy matters.

Steve represents international financial institutions, private equity firms, and large and mid-size domestic and foreign corporations, LLCs, and partnerships in federal and state tax planning and taxation of financial products. He has extensive experience with corporate acquisitions, dispositions, joint ventures, structured finance transactions, including securitizations, cross-border financing and tax controversy matters. He also has represented both individuals and businesses with respect to compensation tax issues, including nonqualified options, profits interests, nonqualified deferred compensation, and sections 162(m), 280G and 409A compliance. 

Steve also advises lenders and debtors with respect to the tax issues arising from debt workouts, modifications, debt-equity swaps, foreclosure and cancellation of debt tax reporting responsibilities, trust fund tax penalties, and federal tax liens. 


  • Provided tax planning and structuring for family office and private equity fund in acquisition in $800 million real estate company and advertising firm. 
  • Negotiated and structured lending syndicates takeover and subsequent sale of debtor corporations. 
  • Acted as tax counsel for private equity firm’s acquisitions of software and tech companies, including through F Reorganizations and tax deferred partnership contribution and sale transactions. 
  • Advised on nonqualified deferred compensation top hat plans for private company.
  • Negotiated tax provisions for multi-jurisdictional structured finance transactions.



  • University of Virginia School of Law, J.D., 1992
  • University of Notre Dame, B.A., 1989

    – Political Science and Government, with highest honors

    – Phi Beta Kappa


  • Illinois

Professional Activities

  • American Bar Association Section of Taxation, Member


  • Co-Author, “Opportunity For Increased Foreign Subsidiary Report: New IRS Proposed Tax Regulation Limiting ‘956 Deemed Dividend’ Tax Impact,” The Secured Lender, Jan./Feb. 2019.


  • “Corporate Transparency Act,” Meritas Conference, Chicago, 2023
  • “Impact of Tax Reform on Secured Lending,” a Secured Finance Network webinar, Feb. 13, 2018.