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Overview

Our approach to tax is simple: provide practical solutions and translate complicated tax law into plain English so that you can make intelligent decisions. We structure mergers and acquisitions, spin-offs, joint ventures, and financings for tax efficiency and minimized tax risk. We counsel you in identifying tax risks and opportunities within the complex interplay of tax laws, and explain these in terms that help you balance tax risk and cost. We work with public companies, start-ups and entrepreneurs, family businesses, individual taxpayers, private equity and venture capital funds, family offices and private investors, expatriate employees and executives, foreign nationals working in the United States, foreign subsidiaries, non-U.S. businesses, private foundations, and public charities.

From convolution to solution. From roadblocks to starting blocks.

We offer practical solutions to both the daunting challenges and the everyday snags that arise throughout the business cycle. Using an interdisciplinary, strategic approach, we’ll evaluate your unique tax situation and goals; we then offer innovative and practical solutions. We advise taxpayers on how to execute operations in the most tax-efficient manner. Our team employs its extensive experience and deep expertise to deliver results consistent with your personal, business, and financial goals.

Services

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

Experience

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.

Case Studies

Hinckley Allen Client, DSM, Acquires Critical Flavoring Company

Working with long-time client DSM, Hinckley Allen’s Corporate practice successfully negotiated the acquisition of First Choice Ingredients. The process to acquire First Choice Ingredients, a leading formulator and manufacturer of dairy based flavorings i…

Hinckley Allen Represents Search Fund Affiliate in Acquisition of Pel-Freez

Hinckley Allen represented Mercure Capital, a search fund affiliate of its long-time client, Double R Partners, in their acquisition of Pel-Freez, an Arkansas-based producer of human and animal biologicals as well as one of the oldest and largest producers…

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Newsroom

Publication

IRS Activates Registration Portal for Energy Investment Subsidies Available to Tax-Exempt Entities

January 25, 2024

On December 22, 2023, the IRS activated an online portal (the “Registration Portal”) where users can register clean energy projects and investments, which can then be used to claim energy tax credits which are directly payable to state and local govern…

Publication

Massachusetts Tax Law Updates: What You Need to Know

October 6, 2023

The income tax rate for short-term capital gains (e.g., gains from the sale of capital assets held for 1 year or less) is reduced from 12% to 8.5%, effective for tax years beginning on or after January 1, 2023. The estate tax will only apply to estates …

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Firm News

Hinckley Allen’s Legal Excellence Recognized by Boston Magazine

November 21, 2023

Hinckley Allen is pleased to announce that numerous attorneys have been recognized by Boston Magazine, earning the prestigious title of "The Top Lawyers of 2023." This annual accolade, initiated in 2021, is designed to highlight outstanding legal talent in…

Firm News

Hinckley Allen Named a Best Law Firm by Best Lawyers Since 2010

November 2, 2023

Best Lawyers has recognized Hinckley Allen as a Best Law Firm for the 14th year in a row. Firms included in the 2024 Best Law Firms list are recognized for professional excellence with persistently impressive ratings from clients and peers. Achieving a tie…

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