Tax

Guiding you through the maze of taxation.

We understand the importance of providing tax advice geared toward the particular commercial environment and industry in which our clients operate in both domestic and cross-border contexts.

Recognized for their technical expertise and practical approach, our tax attorneys work closely with our clients and other practice groups to structure general business transactions, including M&A, venture capital, buyouts, joint ventures, partnerships, recapitalizations, financings, bankruptcies, workouts and litigation settlements. These transactions frequently involve multinational businesses and raise complex U.S. and foreign tax issues, often impacting the form and commercial terms of the contemplated transactions. Our clients include mid- and large-sized businesses, private equity, venture capital and other investment funds and high net worth individuals.

Our clients appreciate our ability to identify potential costly tax issues and explain them in plain English. Our goal in every context is to find innovative and practical solutions balanced against often competing non-tax concerns. . . Applying our experience, creativity and practical judgment, we assist our clients with negotiating complex transactional and operating agreements Our tax attorneys have published and spoken on emerging tax issues, and actively participate in matters with our global affiliate firms.

In addition to transaction services, our Tax Group represents entities and individuals involved in federal and state tax audits and appeals. We have had great success representing clients who have made voluntary disclosures relating to offshore bank accounts, unpaid sales tax obligations and unclaimed property/escheat issues. We also regularly advise on executive compensation arrangements, including stock options, stock appreciation rights, profits interests and other equity-based programs. Our tax attorneys also advise tax-exempt organizations (including public charities and private foundations) with respect to formation and ongoing operational issues.

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.

Contacts