PRACTICE AREAS

Our tax attorneys provide legal services in all areas of federal, state and local taxation.  The firm’s tax attorneys are attuned to the dynamic body of tax law leading to the development of innovative solutions to tax-sensitive transactions.  Experience and careful attention to the economics of a given situation enhance the ability of the firm to deliver value-added services to clients in the following specific areas.

Corporate Tax Planning

Attorneys assist corporations ranging in size from small, closely held companies to Fortune 500 corporations.  Our tax lawyers are experienced in planning and implementing mergers and acquisitions, reorganizations, initial public stock offerings, leveraged leases and buyouts, complete and partial liquidations, stock redemptions, divestitures, corporate separations, international financings, debt-to-equity conversions and the issuance of preferred stock exchangeable into common stock or debt.  Attorneys have extensive experience with original issue discount and the generation, preservation and use of interest deductions, net operating loss and credit carryovers and other significant tax attributes.  Our tax attorneys have represented shareholders, corporations, strategic and financial buyers and sellers, borrowers and lenders.  They are experienced in preparing prospectus and proxy statement disclosures regarding the tax consequences of significant transactions, including the issuance of a wide variety of securities.  The firm regularly structures buy-sell and stock restriction agreements, common paymaster arrangements, sale-leaseback transactions and deferred compensation programs. Our tax attorneys are well versed in the tax law governing “S” corporations, consolidated returns and intercompany arrangements.

Partnership and Hybrid-Entity Taxation

Our attorneys are experienced in the formation, operation, division and liquidation of general, limited and “tiered” partnerships, limited liability companies and business trusts.  Many of these entities are involved in real estate, oil and gas, timber and other investment undertakings, including low-income housing tax credit programs.  Our tax attorneys plan and implement partnership contributions, distributions, dispositions, special allocations, book value and basis adjustments to partnership property and design payout provisions to retiring or deceased partners on a tax-efficient basis.  Attorneys assist in structuring credit facilities involving recourse or nonrecourse debt, “bankruptcy remote” entities and other creative financing mechanisms. 

Individual Income Tax

The firm provides complete individual income tax consulting services and has experience with structuring investment transactions, planning for the tax consequences of marital settlements and minimizing expenses to the alternative minimum tax.  Particular expertise includes structuring nontaxable like-kind exchanges and installment sale transactions. Our tax attorneys provide valuable counsel regarding private and commercial annuities, various insurance products and programs, split-dollar agreements and dealing with involuntary conversions.  Attorneys in the Tax Department have advised both creditors and debtors of troubled companies and have experience with the consequences of cancellation of indebtedness income and the reduction of tax attributes. 

Tax Compliance and Litigation

Our attorneys help sustain clients' positions in tax controversies by assisting with compliance and disclosure obligations and representing them in audits, administrative appeals, investigations and litigation.  Our tax lawyers have obtained private letter rulings from the Internal Revenue Service and state tax agencies relating to proposed transactions, and the firm frequently renders its opinion on the tax consequences of a variety of transactions and situations.  The firm has successfully represented clients before the United States Tax Court, the United States District Courts and the United States Claims Court, as well as various state and local tribunals. 

Exempt Organizations

The firm represents various corporate and private foundations, educational institutions, health care providers and other nonprofit agencies and organizations in connection with their formation, operation and reporting obligations.  Our tax attorneys assist clients in establishing family charitable foundations and trusts for various philanthropic purposes. 

State and Local Taxation

The firm’s tax lawyers provide advice and counsel in connection with state and local income taxes, real estate transfer taxes, property taxes, capital stock and franchise taxes, and sales and use taxes, which are levied by states and political subdivisions. Changes in the state taxation of hybrid entities such as limited liability companies and business trusts are monitored by the Tax Department, often resulting in a recommendation of a plan of reorganization in order to realize future tax savings. 

Employee Benefits Practice

The firm provides a broad range of planning and litigation services with respect to the rights and obligations of employees, employers and trustees under employee benefit plans. Assistance to clients includes designing, drafting, implementing and amending defined contribution and defined benefit plans, health and welfare benefit plans and "nonqualified" deferred compensation arrangements.  Attorneys regularly obtain rulings from the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation and provide advice on ERISA’s fiduciary responsibility and prohibited transaction provisions, reporting and disclosure requirements and pension plan termination liability.  The Employee Benefits Group assists lenders and other investors in obtaining insulation from ERISA liability and, in corporate transactions, offers counsel with respect to employee benefit plans.