Our Tax Group is involved in all levels of taxation matters: international, federal, state and local, employee benefits and executive compensation. Our tax services are both preventative and remedial. Our attorneys in the group help clients avoid pitfalls and assist in the effective structuring of transactions to avoid overpayment of tax obligations. Our goal is to provide tax advice that fits the business objectives of our clients. Our focus is always on adding value for our clients.
Our tax lawyers work closely with lawyers in our other practice areas and help interpret, structure and negotiate client transactions to maximize tax benefits and minimize tax costs. While the principal focus of our tax advice in business transactions is usually on the federal and state tax impact, we also design plans and structures to minimize the tax impact of the transaction on the overall business plan.
Corporate Transaction Structuring
Our tax attorneys help clients across the full array of corporate transactions. The ongoing participation of our tax attorneys in corporate transactions allows them to detect tax concerns early on and to devise innovative and practical solutions for the best possible results. We routinely design structures to achieve not only transaction-related tax efficiencies and benefits, but also post-transaction structures that achieve tax efficiency. We understand that tax planning must be balanced with other challenges in every transaction, including operational, accounting, regulatory and financial considerations.
Tax structuring for clients involved in mergers and acquisitions is an important part of our tax practice. We have been involved in domestic and international transactions involving stock and asset acquisitions, business combinations, divestitures, corporate restructuring (including tax-favored spin-offs and exchanges), and recapitalizations. We are typically involved in all stages of the transaction. We put our analytical abilities to work to structure tax-free reorganizations that help our clients to close transactions with a minimum of tax liability.
Private Funds/Family Offices
Our attorneys in the group work closely with clients to establish private funds (such as venture capital, private equity, real estate, hedge and other specialized investment funds) and family offices, assisting with the tax issues involved with operating these entities on behalf of diverse stakeholders and within the tax and regulatory structures unique to investment operations.
Real Estate Transaction Structuring
The foundation of a sound real estate venture is built on informed tax advice. Whether we represent a real estate owner or developer, we take a team approach to address the underlying tax consequences of any real estate matter.
Our attorneys in the group work in with the attorneys in our real estate and related specialties (e.g., leasing, commercial development, real estate finance and syndication) to provide comprehensive counsel. These matters include structuring and negotiating real estate transactions for a maximum tax benefit, addressing state and local tax issues.
Our attorneys in the group regularly assist clients in addressing tax issues inherent in conducting operations through partnerships, limited liability companies and other pass-through entities. We routinely advise clients on structuring their special allocations of tax and non-tax items, contributions and distributions of appreciated or depreciated property, “profits” interests, “carried” interests and other partnership tax matters. We also advise clients on joint ventures in a broad range of business contexts, including strategic partnerships and start-up ventures among individuals.
We have extensive experience in a wide range of executive compensation issues. Our practice encompasses all aspects of executive compensation, including designing and implementing stock-based incentive compensation plans of all types, non-qualified deferred compensation arrangements (including the implications of Internal Revenue Code Section 409A), and employment agreements including “golden parachute” arrangements.
Closely-held business and high net worth individuals often face very complex tax issues, particularly where the businesses and assets are located in several different jurisdictions and are subject to varying tax structures and rates. We advise these businesses and individuals on general tax planning as well as business succession planning.