Corporate & Business Transactions Tax

Our firm provides structuring, counseling, and advocacy in all traditional tax areas:

Strategic Events: Mergers, Acquisitions, Joint Ventures, and Similar Deals

• Deal structuring and tax planning
• Negotiation of tax provisions
• 1031 like-kind exchanges

Advice for Investment Entities

• Private equity
• Family partnerships
• Real estate ventures

State Tax Planning and Advice

• Nexus
• Residency
• Pass-through entity taxes

Financially Challenged Entities

• Preservation of tax benefits in workouts
• Avoiding “cancellation of debt” income
• Risk minimization for individuals or entities

Tax-exempt Organizations

• Structuring and securing tax-exempt recognition
• Public charities
• Joint ventures with taxable entities
• UBIT Analysis
• Political activities and lobbying

International Tax Planning

• Outbound:
  • Deferral of U.S. tax on low-taxed foreign source income
  • Effective use of tax treaties
  • Tax-efficient repatriation of earnings
• Inbound:
  • Tax treaty benefits
  • Permanent establishment issues
  • Cross-border withholding taxes

Business Aviation

• Full deduction for costs and expenses
• Taxability of employees and other passengers
• Sales, use, and excise taxes

We provide tax advice on mergers and acquisitions of all sizes, including purchase and sale of public and private corporations, asset sales, divisional and product-line acquisitions and divestitures, management buyouts, and leveraged acquisitions.

Sale of Company with Complex Structure

We advised a seller of a nationwide business involving numerous entities, including multiple joint ventures with different third parties and a foreign subsidiary. The tax structure of the deal included an F Reorganization, the formation of entities to take advantage of states’ pass-through entity tax regimes, a rollup of multiple entities into a holding company, a tax-free rollover, a sale of membership interests, and debt-financed distributions.

Restructuring Existing Business for Qualified Small Business Stock Exemption

We advised an investment fund on how to restructure its existing business to qualify for the Qualified Small Business Stock exemption on a future exit. The restructuring included spinning off the business’s real estate, accommodating unvested profits interests, the splitting of ownership interests into multiple trusts in order to stack the exemptions, and the transfer of the business to a holding corporation.