Michael W. Barill


Mike Barill focuses his practice in taxation, and trust and estate administration.  He has significant experience in estate planning, estate administration, fiduciary litigation, taxpayer representation before the Internal Revenue Service and U.S. Tax Court, corporate and partnership taxation, retirement planning, and merger structuring and reorganizations.  He is the leader of the firm’s Tax Practice Group and Estate and Trust Team.

Representative Experience

  • Represented owners and management in transferring a multi-million dollar closely held business to its employees through the use of an Employee Stock Ownership Plan (ESOP). The majority shareholders were able to receive tax-free results on the sale, and the transaction was structured to ensure that the company going forward did not pay federal income tax.
  • Assisted closely held professional employer organization with evaluating offers for company divestiture. Represented client in negotiating, structuring, and papering a stock sale and partial roll-over transaction.
  • Represented locally owned restaurant in front of the West Virginia Office of Tax Appeals on petition for reassessment of sales and use tax.
  • Represented multimillion-dollar trust in defending the trustee against claims by beneficiaries of breach of fiduciary duties and excessive compensation.
  • Corporate reorganization and consolidation of family-owned businesses to streamline operations and increase profitability.
  • Advised auto dealership owner in evaluating offers to purchase franchise, real property, and assets.
  • Represented trust beneficiary in litigation in an effort to protect interests and uphold trustee obligations.
  • Defended a corporation on an appeal before the United States Court of Appeals for the Fourth Circuit where the corporation sought damages for the misapplication and miscalculation of loan terms.
  • Represented large corporations in stock and asset sales, tax-free and taxable mergers and acquisitions.
  • Assisted multi-tier corporate conglomeration in converting into S corporation with numerous subchapter S subsidies.
  • Served as counsel to client on tax penalty abatement case before the Internal Revenue Service.
  • Represented executor/beneficiary in defending against a breach of fiduciary duty and will contest action.
  • Represented numerous clients on federal estate, gift, generation-skipping, transfer, and income tax matters.
  • Represented large corporate executive in successfully negotiating supplemental executive retirement plan and split dollar insurance arrangement.
  • Represented client in structuring a part sale/part conservation easement gift to a government agency administered by both federal and West Virginia governments.
  • Represented large estates in settling and dissolving various businesses upon the death of the decedent.
  • Represented numerous clients on estate administration, elective share, and other probate matters in West Virginia, Pennsylvania and Ohio.
  • Lead counsel in negotiating sale of a home health care business for $35M in which the transaction was structured as a stock sale with a 338(H)(10) election to provide tax treatment as an asset.
  • Handled the sale of metals company for approximately $5M in which the purchaser used assets of the company as collateral.
  • Represented companies in corporate acquisitions in the form of stock sales in excess of $2M.
  • Purchase agreements between shareholders to cover limitations on transferability and buy-backs in stock and membership interest.
  • Drafted restricted stock agreements to limit the vesting of stock to predetermined events and incorporated an 83(b) election to accelerate the taxation to the year of the transaction.

Licensed In

  • Ohio
  • Pennsylvania
  • West Virginia


  • J.D. West Virginia University College of Law
  • LL.M. Emory University
  • B.S. West Virginia University


  • North Central West Virginia Estate Planning Council
  • Columbus Estate Planning Council
  • Tax and Estate Sections, American Bar Association
  • Former President, North Central Estate Planning Council, Inc.
  • Probate Committee, American Bar Association
  • Tax Law Section, Pennsylvania Bar Association
  • ALI-ABA Estate Planning Advisory Board


  • Chambers USA: America’s Leading Lawyers for Business – High Net Worth – Private Wealth Law (2022 – Present), Tax (2022 – Present)
  • The Best Lawyers in America®, Closely Held Companies and Family Businesses Law (2024-Present), Corporate Law (2021-Present), Tax Law (2007-Present), Trusts and Estates (2010-Present)
  • Best Lawyers® 2020 Morgantown, WV Tax Law, Lawyer of the Year
  • Best Lawyers® 2015 Morgantown, WV Trusts and Estates, Lawyer of the Year
  • Super Lawyers®

Speaking Engagements

  • Mr. Barill has been a featured speaker at West Virginia and Pennsylvania CLE and CPE seminars, as well as numerous civic organizations on taxation, fiduciary litigation, special needs trusts, elder law, and estate planning issues.
  • “A Six Foot Look at the Business, Loan and Tax Reform Legislation in Response to COVID-19,” West Virginia State Bar, April 2020
  • “ESOP is Not a 4 Letter Work” – West Virginia Society of CPAS June 2019
  • Mr. Barill is an Adjunct Lecturer and is a Supervising Attorney at the Low Income Taxpayer Clinic of the West Virginia University College of Law.

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