Tax

Overview

Our approach to tax is simple: translate an arcane tax code into plain English—decode its artifacts and incentives—so that you can make intelligent decisions and achieve your business, personal, and social goals. We help structure mergers and acquisitions, spin-offs, joint ventures, and financings for tax efficiency and minimized risk. We counsel you in identifying risks and opportunities within the complex interplay of tax laws, and explain these in terms that help you balance risk and cost. We zealously represent individual and business clients in audits, appeals, and litigation with the Internal Revenue Service, and with state and local tax authorities. 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 expatriate executives, foreign nationals working in the United States, foreign subsidiaries, non-U.S. businesses, private foundations and donor-advised funds, 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, policy aims, and goals; we then offer innovative and practical solutions. We advise taxpayers on how to execute operations in the most tax-efficient manner, and we advocate on your behalf with tax authorities. 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 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

Experience

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.