Tax


Tax Advice You Need to Structure Your Deal or Operate in a Tax-Efficient Manner

Clients rely on us for advice on the tax aspects of their businesses and personal affairs. Our tax clients include Fortune 500 companies, large private companies, real estate companies, start-up ventures and individuals. The firm's tax lawyers counsel clients in virtually every area of tax law likely to be encountered in their pursuit of business or personal objectives. In doing so, we work closely with lawyers in other practice groups of the firm, including Mergers, Acquisitions and Joint Ventures, Commercial Real Estate and Development Transactions, Individual Clients and Private Equity and Investment Funds. For example, our experience with domestic and international private investment funds includes advice on all tax issues relating to the creation of new funds, the structure of investment entities, acquisitions, restructuring of existing funds, investment activities and exit strategies. 

By providing advice, counsel and representation that is practical and cost-effective, we help clients solve tax issues and resolve tax controversies in a thorough and efficient manner.

Quality Resolution of Substantive Tax Controversies

Our attorneys have substantial experience representing clients in tax controversies, including audits, administrative appeals and judicial proceedings in federal and state trial courts and appellate courts. Our approach to every controversy is guided by two fundamental principles: (1) apply in-depth substantive tax knowledge; and (2) be fully prepared at every level of the controversy. We have the negotiating skills to produce efficient and durable tax closing agreements, private letter rulings or other written understandings that provide guidance and a level of predictability for the client as to the tax exposure and anticipated outcome of their business plans.  

Representative Matters

  • Worked with a client that was considering expanding beyond its current state of operations. We analyzed the tax laws in various states under consideration, recommended alternative business structures to minimize applicable sales/use taxes and worked with the client's tax operations group to implement the requisite processes to achieve the intended tax benefits.
  • Worked directly with the in-house tax team at a major financial services company advising on the federal and state tax issues in connection with the acquisition of a substantial leasing portfolio.
  • Represented an international bank in negotiating and concluding a closing agreement between the client and a large state tax department to resolve a state tax issue of first impression limiting the client's potential state tax exposure to "water's edge" rather than worldwide income.
  • Negotiated, on behalf of a major utility, a settlement with the IRS to abate for reasonable cause a $500,000 penalty for failure to file and pay employment taxes timely.
  • Represented a major bank in a merger valued at approximately $1.9 billion in cash and stock. We also promptly and efficiently disposed of the shareholder lawsuit that followed.
  • Represented a major retailer in connection with its acquisition by three private equity firms. Our attorneys advised the board of directors throughout the strategic review process that led to the merger agreement, and handled all aspects of the acquisition.
  • Structure tax-free reorganizations, taxable asset and stock purchases and tax planning under the consolidated return rules for clients operating in various industries.
  • Structure tax-free spin-offs and negotiate tax warranties and indemnities, tax-sharing and allocation agreements and other tax-related terms in connection with mergers and acquisitions, spin-offs and restructurings.
  • Advise clients on the tax and corporate aspects of planning and implementing new business operations, including choice of entity: e.g., S corporations and qualified Subchapter S subsidiaries, including stockholders' agreements, operating procedures, domestic and foreign partnerships, joint ventures and check-the-box entities.
  • Advise clients on corporate governance issues, including executive compensation.
  • Guide clients through complex planning transactions, including the use of liquidations, stock options, stock redemptions and convertible notes.
  • Partner with the attorneys in our Commercial Real Estate and Development Transactions practice group to advise clients on federal and state aspects of IRC Section 1031 like-kind exchanges, development joint ventures, involuntary conversions and capital gains issues.
  • Advise clients on the formation of venture capital, leveraged buyout and real estate investment hedge funds and other private investment funds.