Tax

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

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

• Deal structuring and tax planning
• Tax opinions and due diligence
• 1031 like-kind exchanges

Advice for Investment Entities

• Private equity
• Family partnerships
• Real estate ventures

State Tax Planning and Advice

• Nexus
• Residency
• Apportionment

Financially Challenged Entities

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

Business Operations

• Deferred compensation
• Retirement plans
• Payroll and tax reporting issues

We maintain an especially deep expertise in three boutique areas: international taxation, tax-exempt organizations, and business aviation.

Tax-exempt organizations

• Structuring and securing tax-exempt recognition
• Private foundations
• Public charities
• Joint ventures with taxable entities
• Organizations operating outside the U.S.
• UBIT Analysis
• Political activities and lobbying.

International Tax Planning

• Outbound:
  • Foreign tax credits
  • Deferral of U.S. tax on low-taxed foreign source income
  • Effective use of tax treaties
  • Tax efficient repatriation of earnings
  • U.S. tax support for non-U.S. operations of domestic clients
  • Federal export incentives
• Inbound:
  • Tax treaty benefits
  • Permanent establishment issues
  • Cross- border withholding taxes
  • Earnings stripping
  • State income taxation
  • U.S. estate taxation

Business Aviation

• Full deduction for costs and expenses
• Taxability of employees and other passengers
• Sales, use, and excise taxes
• Deferral of gain in like-kind exchanges

Tax-Exempt/Taxable Joint Venture

We structured a U.S. charitable foundation’s affiliation with a for-profit enterprise based in Chile. We represented the U.S.-based non-profit, which promotes education, economic development, and environmental conservation in Chile through educational initiatives, teaching English and encouraging environmental awareness in schools and communities—conserving ecologically fragile areas and facilitating local community involvement. The Chilean for-profit partner is an eco-tourism and conservation operation, which owns ecologically sensitive properties and is developing a carbon sequestration credit and eco-brokerage as additional revenue sources.

National Advocacy Organization

For a multi-state educational reform advocacy group, we organized the nonprofit organization, obtained qualification under IRC §501(c)(3), and structured its governance. Compliance with federal and state lobbying rules, qualifications to do business, and compliance with applicable state charitable solicitation laws were achieved. We trained staff in lobbying and governmental affairs requirements. We also created and provided similar services for an IRC §501(c)(4) organization to conduct broader lobbying activities.

Non-Profit Reorganization

We helped a well-known public broadcasting company reorganize, enhancing its endowment function and allowing its new subsidiaries to qualify for additional tax benefits. We addressed fundraising, structuring, and UBIT issues.

Million Dollar Tax Refund

Our client did business in one state but lived in another. When he sold part of his business, his CPA advised him to pay tax on his gains in the state where he did business. Later, the tax authority in his residency state audited him and demanded tax on the same income. We reviewed and concluded that the CPA had made an error, but both states took the position that the tax was due to them. We advocated for the client in both states, and were successful in obtaining a large refund.

“No Change” on Hobby Loss Audit

Our client, an inventor, hired engineers and incurred other expenses for several years, but has had no taxable income as his products are not yet to market. IRS sought to deny the salaries and other expenses, alleging the inventor is not “engaged in business for profit.” On second-level appeal, we were successful in obtaining a “no change” determination and his tax returns were accepted as filed.