Business Taxation

  • Overview

    Our tax attorneys provide legal services to a broad array of public and private business clients including Fortune 500 companies, private equity funds and subsidiaries of foreign multinationals. We seamlessly integrate with firm subject matter experts and industry experts providing comprehensive legal solutions that include tax planning components. As today’s business environment increases in international scope and regulatory complexity, we help clients navigate a critical path through business change to arrive at the appropriate solution.

    Our tax planning innovation facilitates deal closing instead of generating road blocks. We structure around exposures identified by due diligence, negotiate and draft appropriate contractual protections and work to mitigate these exposures during the post-transaction implementation phase of each engagement.  Our value-centric approach to business tax planning provides exceptionally cost-effective results. Anticipating your business growth, we devise a strategic plan uniquely tailored to lower your worldwide effective tax rates enhancing competitive advantage. We have extensive experience with income, property and excise taxation including taxation associated with:

    • purchase and sale of assets;
    • purchase and sale of equity;
    • taxable and tax-free mergers, acquisitions and divestitures;
    • spin-offs, split-ups and split-offs;
    • business severance and leveraged buy-outs;
    • public offerings of securities;
    • corporate inversions and international structuring;
    • debt and equity recapitalizations;
    • bankruptcy reorganizations; and
    • private equity, joint ventures and strategic alliances.

    Sellers and buyers often have many differences between their transactional requirements. To maximize the sales price, sellers often engage counsel to perform reverse due diligence to identify exposures during the divestiture phase of their transaction cycle. Once identified, these exposures can often be mitigated, or even eliminated, by proactive tax planning before they are ever discovered by a buyer who will wield them to demand a purchase price reduction or escrow of proceeds during the remaining statute of limitations. In contrast, buyers often look to perform due diligence to identify exposures that can be used to assert price reductions, alternate deal structures, contractual indemnifications, escrow arrangements and the use of contingent consideration to protect their transaction value. Whether buying or selling, counsel should be engaged early in the transaction process to maximize after-tax transaction value.

    We represent clients to secure a favorable resolution to federal, state and local tax controversies all while offering clients the benefit of the attorney-client and work-product privileges. Our tax attorneys draw upon the expertise of firm colleagues in numerous practice areas of law, including intellectual property, employment, business transactions, real estate, health care, and ERISA, and seamlessly integrate this expertise into each engagement. Our litigation experience helps to inform proactive tax planning and allows us to continuously refine the quality and nature of our legal advice. Whether in examinations, appeals, or in the courtroom, we couple substantive knowledge with practical experience to achieve the best result. Tax litigation may also provide opportunities to refine a client’s organizational or transactional structures reducing future exposure.

    State and local taxation is principally comprised of income, property and excise taxes. Income taxes often use federal taxable income as a starting point and then subject that income to various additions, subtractions and modifications that may result in unintended consequences that could have been avoided with proper planning. Property tax planning for real and personal property is an important consideration in any business transaction. Document recording and stamp taxes frequently exempt certain specific transaction structures as the imposition of these taxes is often form-driven.

    Careful attention to particular details in transaction structures can significantly lower state and local effective tax rates. Transaction-based taxes, such as sales and use taxes, may even be avoided by proper transaction structuring. These taxes can vary significantly between state and local jurisdictions. As a result, proactive state and local tax planning can allow business expansion at lower effective tax rates by expanding into lower tax jurisdictions while avoiding higher tax jurisdictions. The specific jurisdictional expansion path for each client will often vary considerably because each state or local jurisdiction may tax different organizations, industries or transactions in different ways. In addition, multistate expansion planning should always consider tax credits and incentives as an important ingredient in an optimal recipe for success.

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