Our business and tax attorneys handle all aspects of starting, operating, and winding-up a business, as well as dealing with tax issues and associated planning. We advise clients on entity formation and selection, mergers and acquisitions, winding up (or dissolution), and tax matters.
We regularly advise startup businesses in the formation stage. We work with qualified CPAs and business strategists with a team approach to assure the needs of startup businesses are met in the process of forming an entity, making tax elections, and capitalizing and structuring investments and contributions into the business.
Our attorneys have extensive experience in representing and advising a wide variety of privately-held businesses as purchasers and target companies in a wide variety of transactions, divestitures and reorganization transactions. We have been involved in a variety of takeover situations. Our attorneys have completed transactions in a variety of industries including manufacturing, mineral production, construction, healthcare, investment advisers, film and internet media, and technology.
Tax considerations affect the structure of most mergers and acquisitions. Members of the group have the technical know-how and experience to deal with tax issues such as purchase price allocations, preserving net operating loss carryovers, and maximizing amortization and depreciation benefits. We also have extensive experience in drafting complex contractual provisions relating to tax representations and indemnities and in dealing with the intricate federal income tax consolidated return provisions.
Our lawyers leverage the expertise of the firm’s other practice areas. For leveraged transactions or those involving refinancing of debt, our finance attorneys offer experience in a wide range of vehicles, including unsecured and secured lending, senior and mezzanine lending. To the extent requested by the client, M&A transactions can involve a comprehensive due diligence investigation of the target company, and we are able to draw upon the experience of lawyers in these other practice groups as appropriate to help the client both assess the target company’s value and properly structure the transaction.
Besides bringing entrepreneurial experience, our lawyers strive for innovative solutions that make transactions faster and less costly. Our flexibility permits us to offer creative fee arrangements for certain aspects of representation, including flat-fees, hybrid fees, and equity arrangements.
As needed, we advise clients in the winding up of their businesses, including the settlement of partnership and shareholder disputes. We assist clients with redemption agreements, buy-sell agreements, and formal and informal dissolutions.
Our firm has substantial experience in structuring and documenting corporate acquisitions involving, primarily on seller-side privately held company transactions. Our lawyers advise clients of the tax and legal consequences of proposed business transactions. We structure, negotiate and provide tax analysis and guidance in connection with various joint venture transactions, and provide tax analysis and planning in connection with partnership debt restructurings and workouts.
Our attorneys assists clients in dealing with employment tax matters, both federal and state. A considerable portion of a business’ tax responsibility arises from the various employment taxes imposed on the employer: Federal Income Tax Withholding, Social Security tax, and Federal and State Unemployment taxes. We advise our clients on questions of classification and status of workers, whether they are independent contractors or employees. We have performed audits and reviews of our clients’ employment tax practices to determine whether they are in full compliance with the various employment tax, withholding, payment and return filing requirements. We also represent our business clients in disputes with the Internal Revenue Service as well as state agencies over employment tax compliance, and, in particular, on the issue of whether workers are independent contractors or employees.
We assist in individual income tax planning and analysis for client company executives and other high net worth individuals. Tax Controversy Work.
We represents clients in tax controversy and litigation matters, both at the federal and state levels. At the federal level, we assist and represent our clients when they have been audited by the Internal Revenue Service and handle the administrative appeal to the Appeals office and thereafter to the U.S. Tax Court or, in a refund action, to Federal District Court or the U.S. Claims Court. This controversy work includes federal individual income, corporate income, employment and payroll taxes, excise taxes, “responsible officer” penalties, and estate, gift, and generation skipping transfer taxes. We have experience in the preparation and submission to the national office of the Internal Revenue Service both private letter rulings and technical advice requests. In rare cases, we represent clients in criminal tax matters, including voluntary disclosure submissions to the Internal Revenue Service for persons seeking to avoid criminal penalties for undeclared foreign bank accounts.
We have extensive experience in representing tax-exempt organizations, including public charities and private foundations. Our lawyers regularly provide legal services to such entities on tax law, federal and state regulation and other matters which affect these organizations. We have successfully represented numerous non-profit organizations in their applications for tax-exempt status.
Our practice involves all phases of estate planning, including the preparation of wills, living trusts and irrevocable trusts. We counsel clients on estate, gift and generation skipping transfer tax planning, including advice on lifetime wealth transfer through qualified personal residence trusts, grantor retained annuity trusts, family limited partnerships, planned giving, charitable remainder trusts, and other sophisticated tax planning techniques. We evaluate the proper uses of insurance in estate planning, review clients’ assets to structure ownership so as to minimize estate and gift taxes, and work closely with our corporate attorneys in designing and implementing succession plans for closely held businesses. We counsel professional fiduciaries, such as corporate trustees, on their responsibilities and on trust interpretation issues. The firm also has a probate and probate-related litigation practice.