Federal Tax Planning

Our Federal Tax Planning attorneys assist clients in planning mergers, acquisitions and joint ventures, designing an 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. Our attorneys actively pursue optimal tax positions and negotiate favorable deal structures.

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

Corporate taxpayers can often benefit from specialized tax planning when considering a reorganization or conversion transaction. Our Federal Tax Planning 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
• Spin-offs and split-offs
• Corporate/limited liability company conversions
• Stock option/executive compensation rollover planning

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

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

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

Real estate matters often pose special tax issues to our clients and Reinhart's Federal Tax Planning attorneys often use specialized planning opportunities to help our clients manage these issues.

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

Reinhart's Federal Tax Planning team also works with clients to facilitate and implement 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
• Entity planning to facilitate gifting
• Buy/sell agreements
• Utilization of multiple classes of stock and partnership interests