Tax

We don’t try to show that we’re the “smartest person in the room.” Instead, we welcome input from the accountants, financial planners, insurance professionals, in-house attorneys and whoever else is collaborating on the matter. This true team effort produces outcomes clients want.

Consider these recent matters:

• In representing a museum, we unwound a New Markets Tax Credits transaction funding a new building in what was a very complicated deal with lot of moving parts. Through close collaboration and innovative thinking, we crafted a solution that streamlined the number of entities and was as tax-efficient as possible to help the client unwind the state and federal New Markets Tax Credits structure.
  
  
• We counseled a company in the film industry that was selling its stock for more than $200 million. The client wanted the transaction to be considered a stock sale for income tax reasons. The purchaser, however, wanted the transaction treated as an asset sale. We created some complex, inventive formulas to make the deal work in a way that satisfied both our client and the buyer.
  
  
• Our team helped a global company structure its domestic and international entities in a tax-efficient way without compromising its desired management structure.
  
  
• We represented a family-owned timber company in a multi-million dollar transaction structured to eliminate an extra level of income tax.

Summary

While many tax lawyers are quick to say “no,” we strive to say “no but …” and explore alternatives that help clients meet their goals by using the best and most cost-effective solution possible. Our national, regional and local clients tell us they value the breadth of experience we have on the wide range of tax-related issues that surface in doing business – whether those clients are individuals, limited liability companies, co-ops, partnerships, corporations, nonprofit corporations, political action committees, or other entities.

Lawyers across our team work with family offices on tax and business matters. While that can be delicate because of the various interwoven roles of the people involved, we devise an approach that balances the myriad concerns and meets the clients’ needs from the business, tax and family perspectives. In addition, because many of our lawyers have decades of experience, we’ve seen all the tax changes over the years, from major overhauls to subtle revisions. We enhance our deep knowledge base by staying current on tax-law changes on the federal, state and local levels, which positions us to best serve our clients. And, when governmental entities do revise laws, we’re often asked to present speeches and serve on discussion panels about the impact of those changes.

We offer in-depth solutions so clients can understand the issues and make an informed business judgment. We’re responsive to their goals and needs and work efficiently with clients and their other advisors without sacrificing quality on the altar of expediency.

Defining Strengths

• Entity Structures: We assist clients with entity structures that reconcile the sometimes competing goals of asset protection, management efficiency and minimizing taxes in a way that is not needlessly complex. Too many times clients simply form another entity without analyzing the impact on liability, management or taxes. Too many times law firms simply churn out another cookie-cutter entity that does not address the business goals of clients.
  
  
• Funding Entities and Ownership Transactions: We advise clients on a variety of tax and other issues regarding bringing in or buying out owners, such as contributions to capital, stock and debt instruments, financing agreements, buy-sell agreements, securities offerings and compensation and benefit packages.
  
  
• Acquisitions and Sales: We counsel clients about the tax consequences of their proposed business purchase or sale. When we structure taxable or tax-free acquisitions, we focus on the business objectives, the nature of the assets and the business being purchased or sold, as well as any projected future transactions. In some transactions, we may obtain a private letter ruling from the Internal Revenue Service or a state taxing authority. We also render tax opinions about the federal and state tax consequences of the transaction.
  
  
• Estate Tax Planning: Whether you’re planning for the distant future or structuring a transaction to pass your business to the next generation, we offer a comprehensive tax practice dedicated to providing quality tax advice specifically tailored to your estate tax and income tax objectives.
  
  
• Tax Controversies: We represent clients in disputes with taxing authorities. At the state level, we represent clients before the state revenue departments, other local governmental taxing authorities and the courts. At the federal level, we represent clients administratively before the IRS and in federal circuit court and federal Tax Court.
  
  
• Compensation Planning: We analyze and offer qualified and nonqualified deferred compensation plans, welfare and pension benefit plans, fringe benefits and executive compensation strategies. We represent private employers and employees, nonprofit and governmental employers and publicly traded employers. We help clients with tax issues connected to corporate stock or profits and employees such as phantom stock, restricted stock, stock appreciation rights, incentive and non-qualified stock options, with tax issues connected to issuing interests in an entity taxed as a partnership to an owner or employee such as profits interests and capital shifts.