Federal Tax

Our team of federal tax planning professionals is dedicated to providing authoritative legal, tax and business advice to our clients, offering maximum tax-efficiency strategies. Our federal tax planning attorneys also have a strong background in corporate law and business. Our goal is to speak your language as we provide tax advice that is designed to help you accomplish your business goals.

Mergers, Acquisitions, Rollups and Joint Ventures

Our tax attorneys assist clients in planning mergers, acquisitions and joint ventures to design the optimal deal structure that is tailored to meet their specific business needs. There are many alternatives for choosing and negotiating a deal structure. However, the choices often produce very different tax consequences to the parties involved. We negotiate the deal structure that provides our clients the optimal tax position and seek "win/win" deal structure opportunities when possible.

• Deal structure strategy for tax optimization
• Tax planning for asset sales and acquisitions
• Tax planning for stock sales and acquisitions
• Purchase price allocation
• Purchase/sale agreement taxation provisions
• Tax treatment of escrow agreements
• Tax treatment of deferred purchase price
• Avoiding tax traps in mergers and acquisitions
• Tax basis utilization planning
• Golden parachute/409A compensation planning
• Impact on executive compensation

Corporate Reorganizations and Conversions

Corporate taxpayers can often benefit from specialized tax planning when considering a reorganization or conversion transaction. Our tax professionals are well-versed in leading-edge practices for obtaining tax-favorable treatment through corporate reorganization or conversion transactions.

• Tax-deferred mergers
• Stock for stock exchanges
• Stock for asset exchanges
• Forward and reverse triangular mergers
• Disregarded entity planning techniques
• Corporate/limited liability company conversions
• Spin-offs and split-offs
• Stock option/executive compensation rollover planning

S Corporation Planning

S corporations offer a unique blend of corporate taxation and "flow-through" taxation, similar in nature to a tax partnership. We know when and how to utilize the S corporation alternative in order to maximize tax advantages and add value to our clients.

• Section 338(h)(10) election planning and utilization
• Choice of entity analysis
• Qualification, eligibility and election
• Built-in gain management
• QSUB planning
• S corporation recapitalization planning to facilitate new investment
• Tax basis step-up optimization
• Employment tax planning
• Ownership/succession planning
• Avoiding S corporation-related tax traps
• Structuring Buy/Sell Agreements

Partnership/Limited Liability Company Tax Planning

Limited liability companies and other partnership-based tax entities often provide a flexible form of business entity from both a tax and general legal perspective. Our attorneys have strong tax and business backgrounds that allow us to use partnership-based tax entities to our clients' advantage. Among other issues involving tax partnerships, we often advise clients with respect to special allocations, contributions and distributions of property, mixing bowl strategies, entity liability planning and tax-advantaged profits interests for service partners.

• LLC formation and operating agreement planning
• Strategic uses in mergers and acquisitions
• Tax benefit optimization for real estate companies
• Income/loss allocation planning, including special allocations
• Issuing profits and capital interests to incentivize management
• Liquidation and distribution planning
• Strategic use of multiple entities
• Ownership succession planning
• Passive activities rules

Taxation of Real Estate Transactions, Including Like-Kind Exchanges

Real estate matters often pose special tax issues to our clients and we often use specialized planning opportunities to help our clients manage these issues.

• Like-kind exchange planning, including multiparty forward and reverse exchanges
• Issuing profits interests to developers
• Planning to minimize ordinary income and maximize capital gain on sales of real estate
• Tax planning relating to sales of real estate between related parties
• Tax incremental financing planning
• Installment sale structuring

Ownership Succession Planning

Our tax planners work with our clients to facilitate and implement their long-term ownership succession planning.  Understanding our clients' long-term goals is critical in this process. We use various legal tools to help our clients achieve their long-term family planning goals while minimizing estate and gift taxes.

• Installment sales
• Redemptions
• Related-party transactions
• Utilization of multiple classes of stock and partnership interests
• Entity planning to facilitate gifting
• Buy/sell agreements