Mergers & Acquisitions, Securities
Our corporate tax practice spans the range of issues that arise in connection with the formation, operation and termination of public and privately-held companies. We counsel corporations, their investors, and their businesses and investments. Teaming with our corporate and business lawyers from the outset of the engagement, we advise our clients and help them structure their taxable and tax-free stock and asset acquisitions or dispositions, mergers, consolidations, and liquidations to achieve favorable results. We also advise our clients as to the tax issues that may arise from the myriad of transactional and business decisions, such as dividend and redemptions; debt and equity issuances; bankruptcy restructurings and workouts; asset-based financing (including leasing, project finance, and partnership transactions); derivatives and financial products; and licensing of intellectual property. We provide our clients with practical solutions to these issues and help our clients structure these transactions in a manner that enables them to achieve the optimal tax results consistent with their business objectives.
International Taxation
Our international tax counseling addresses both foreign activities of U.S. persons and U.S. activities of foreign persons, including treaty analysis, currency translation, and inter-company pricing matters. For outbound clients we focus on, among other things, deferral strategies, foreign tax credit utilization and the efficient repatriation of earnings. For inbound clients we focus on, among other things, withholding taxes, the existence of a U.S.trade or business or permanent establishment, investments in U.S.real property, residency issues, and branch profits tax matters. We work with local counsel and tax accountants in foreign jurisdictions to achieve effective integrated cross-border solutions for our clients.
Partnerships, Limited Liability Companies, and other "Pass-Through" Vehicles
For business and tax reasons, many of our clients desire to structure their investment and business activities and holdings through such “pass-through” vehicles as partnerships, limited liability companies, joint ventures, S corporations and trusts. We routinely advise our clients on structuring their special allocations of tax and non-tax items, contributions and distributions of appreciated or depreciated property (and, in particular, in a manner so as to avoid the “disguised sale” provisions), “profits” and other “carried” interests, section 704(c) lockups, debt maintenance provisions, tax-free exchanges of real property (section 1031 exchange) and similar matters.
Real Estate Investment Trusts (REITs)
We regularly advise our public and private REIT clients on tax rules particular to them —including the “gross income,” “asset,” and “distribution” REIT qualification requirements, the 100 percent excise tax on “prohibited transactions,” and the dividends-paid deduction — and help them structure their transactions and investments consistent with their business and investment objectives, but in accordance with these rules. We also advise our REIT clients on the effective use of “taxable REIT subsidiaries” and, particularly in the state and local tax area, “qualified REIT subsidiaries,” business trusts and other pass-through vehicles. We keep abreast of the latest tax developments impacting REITs to provide our REIT clients with up-to-date advice and to help them structure their transactions and investments proactively to account for these developments.
State and Local Taxation
With offices strategically located across the country, we deal with state and local tax issues with a national footprint. We assist our clients in matters of individual and corporate income and franchise taxes as well as unincorporated business taxes, including issues of nexus and taxing jurisdiction, allocation and apportionment of income, unitary business and combined reporting, and withholding taxes. We also assist our clients in matters of real property ad valorem, transfer and gains taxes, sales and use taxes, and other non-income taxes.
Tax Controversies & Litigation
Our planning and transactional practices seek to minimize the risk of controversy with the Internal Revenue Service and with state and local taxing authorities. Where appropriate and feasible, we obtain private letter rulings or technical advice memoranda from the relevant taxing authorities. When a controversy arises, we represent our clients in administrative proceedings at the audit and appeals levels, and have successfully negotiated settlements that eliminate penalties and that eliminate or substantially reduce asserted deficiencies. If an acceptable settlement cannot be reached, we represent our clients in litigation to contest the imposition of taxes or seek a refund of taxes paid.
Tax-Exempt Organizations
We provide a full range of cost-effective services to the non-profit sector, including services in connection with tax-exempt organizations including 401(a) plans and government plans, formation and tax exemption, governance, and ethics. We advise tax-exempt clients on excess benefits transactions, intermediate sanctions and self-dealing, fundraising and other revenue generation activities, unrelated business income, mergers, joint ventures, intellectual property, tax-exempt financing, Internal Revenue Service and attorney general controversies, lobbying and political activities, and other corporate, labor and employment, employee benefits and executive compensation, commercial, and regulatory matters. We have significant experience with retirement plans for tax exempt organizations including tax-sheltered annuities and nonqualified deferred compensation arrangements. We represent universities, hospitals and other healthcare organizations, social service agencies, private foundations, and trade and professional associations. As professionals and members of our community, we are dedicated to helping our non-profit clients fulfill their missions.
