Federal Tax Counseling

Our tax attorneys have extensive experience in all aspects of federal tax planning and counseling enabling them to provide comprehensive solutions to our clients’ tax and business issues.  Our attorneys handle matters for a variety of entities including Fortune 500 companies, multinational and multistate businesses, private and publicly held entities, not-for-profit entities, pass-through entities, and start-up entities both in the United States and abroad.

Financing and Equity Transactions
We have structured and advised with respect to a broad variety of innovative financial and equity instruments for foreign and domestic capital markets.  Examples include convertible debt issued offshore by a U.S. real property holding company, Eurodollar issuances, LYONs, PRIDEs and cross-border sale/leaseback financing, stapled stock, exchangable stock, tracking stock, as well as numerous conventional domestic debt and equity offerings.  We have created innovative equity structures for corporations and limited liability companies involving multiple classes of preferred equity, convertible preferred equity and residual equity.

International Transactions
We have experience in planning international transactions, such as outbound transfers of fixed assets and intellectual property, joint ventures and the restructuring of foreign subsidiaries.  We have particular experience in planning and structuring techniques for foreign entities and individuals wishing to do business in the United States either alone or in a joint venture with U.S. partners.

Mergers and Acquisitions/Spin-Offs/Restructurings
The restructuring of business operations of major publicly and privately held corporations and other entities to increase their tax efficiency and meet other business needs is a key part of our Tax Practice.  We have substantial experience structuring and advising with respect to taxable and tax-free mergers, acquisitions, divestitures and spin-offs.  This includes acquisitions and sales between unrelated parties, as well as the restructuring of the internal operations of affiliated groups. 

Pass Through Entities
Our attorneys have substantial experience with the tax and business aspects of partnerships, joint ventures, limited liability companies, S corporations, business trusts and grantor trusts and tax “disregarded entities.”  We have special experience in their use in the context of venture capital, leveraged buyout and management buyout structures, including creative debt and equity structures.

Real Estate
Our clients look to us for advice regarding all of the tax aspects of real estate investments.  Working with attorneys in the Real Estate Practice, we counsel clients on the appropriate investment vehicle to hold property, and how to structure the transaction for the acquisition, operation and disposition of the property.  We have experience in structuring tax-free exchanges, including the use of single member limited liability companies and grantor trusts to achieve both tax and financing benefits.

Tax Accounting Issues
Our attorneys have extensive experience in the areas of accounting procedures and methods, and have assisted many clients in both tax planning and controversy matters on tax accounting issues.