TAX

We try to maximize tax advantages.
Our tax attorneys work hand in hand with other departments to maximize the tax advantages wherever possible. We work closely with our corporate, bankruptcy, trusts and estates and real estate lawyers to include a tax-planning component in all relevant client matters. Utilizing a solid grounding in corporate legal work, we review the structure of our client’s business transactions and peruse transaction documents to meet their business and financial goals, while emphasizing tax considerations.

We represent domestic and foreign business and investment entities, individuals and tax exempt organizations in connection with their particular tax needs, including those relating to business and joint venture formations, mergers and acquisitions, private equity and venture capital investments, cross-border transactions, compensation planning, debt restructurings and workouts, charitable activities, and tax audits, appeals and rulings.

Business transactions
We routinely assist in the structuring, drafting and review of agreements relating to the purchase and sale of businesses, the acquisition, restructuring and divestiture of debt and equity investments, the formation and operation of limited liability companies, partnerships and ‘S’ corporations, the design and implementation of stock option plans and other compensation arrangements, and shareholder agreements.

• We represented a buyout fund in the acquisition of a family owned business held through an ‘S’ corporation. Among the parties’ tax objectives were the buyer’s desire to claim valuable tax deductions associated with the purchase and the sellers’ need to "roll over" a portion of their equity tax free and to continue to enjoy "flow-through" treatment on their continuing interest in the business. Through the creative use of an LLC acquisition vehicle, we successfully structured the transaction to accommodate the parties’ respective tax concerns, while at the same time replicating convertible preferred equity and lender warrants often associated with similar investments made through corporate entities.

Business formations and joint venture tax implications
Planning and structuring a new business or joint venture involves significant and often overlooked tax opportunities and pitfalls. We work with the client at the earliest stages to ensure that tax considerations for the founders, investors and key employees are an essential component in the decisions.

• A client asked our help in setting up a company to act as the U.S. distributor of a European hardware manufacturer. They had originally formed a U.S. corporation in which both the manufacturer and the key U.S. employees would be owners. We restructured the U.S. operating company as a Delaware LLC to obtain flow-through tax treatment for the U.S. owners and ran the foreign ownership through a separate corporate holding company to accommodate the foreign manufacturer’s tax concerns. We also advised on cross-border transfer pricing between the manufacturer and its U.S. distributor.

Not-for-profit issues
We also counsel tax exempt organizations and their directors in matters relating to their tax favored status, including exemption applications, fiscal sponsorships, compensation arrangements and investments.

• We assisted the founders of a national grass roots organization in their organizational stages and addressed their need to attract tax deductible charitable donations. Because of time constraints, it was not feasible for this group to obtain an IRS tax exemption ruling before their intended march on Washington, as the ruling process can often take several months. Instead, we guided them through a fiscal sponsorship arrangement with an existing 501(c)(3) organization which supported their cause and which agreed to take on the march as a project of their own.

Tax controversies and rulings
Should a client have trouble with the taxing authorities, we handle all aspects of tax controversy work including audits and appeals at the federal and state levels. We also assist clients, where appropriate, in obtaining advance rulings on income, sales, estate, gift and other tax matters from federal and state taxing authorities.

Cross-border investments
We provide tax advice to foreign clients investing in the U.S. and domestic clients investing abroad, including investment and transaction structuring, transfer pricing, and "check-the-box" and tax credit planning.