Tax, Corporate and Individual

Mergers and Acquisitions and Transactions

• Represented publicly traded and privately held companies in taxable and tax-free acquisitions, reorganizations, and dispositions across a range of industries, including technology, healthcare, and real estate.
• Advised companies and investors in structuring and negotiating cross-border mergers and acquisitions, including transactions involving U.S. and foreign entities.
• Represented private equity funds and portfolio companies in acquisitions and sales, including structuring transactions to optimize tax efficiency and post-closing integration.

Entity Structuring and Joint Ventures

• Structured complex joint ventures and partnership arrangements for real estate development, hospitality, and operating businesses, including transactions involving assets valued from millions to over $1 billion.
• Advised companies on the formation and restructuring of partnerships, limited liability companies, and S corporations, including resolving issues related to invalid elections and ownership transitions.
• Represented clients in the consolidation of multi-entity businesses, including roll-up transactions involving numerous acquisitions across multiple jurisdictions.

Business Operations and Ongoing Tax Planning

• Advised closely held businesses and multinational companies on tax-efficient structures for ongoing operations, including compensation planning, ownership structures, and multi-state tax considerations.
• Counseled clients on structuring operating agreements, incentive plans, and ownership arrangements to align tax outcomes with business objectives.
• Provided tax planning and compliance guidance to nonprofit and tax-exempt organizations, including governance, structuring, and operational issues.

Planning for Owners, Founders, and Executives

• Advised business owners on tax planning in connection with significant liquidity events, including company sales and recapitalizations, aligning business and individual tax outcomes.
• Structured tax-efficient ownership and succession strategies for closely held businesses, including coordination with estate and wealth planning considerations.
• Counseled founders and executives on equity ownership, incentive arrangements, and long-term planning related to growth and exit strategies.

Tax Controversy and Dispute Resolution

• Represented business and individual clients in federal and state tax disputes, including securing significant reductions in penalties and resolving high-exposure matters with tax authorities.
• Advised clients on tax controversy matters arising from business transactions, including post-closing disputes and tax reporting issues.

When should a company involve tax counsel in a transaction?

Ideally at the earliest stages of structuring a deal. Tax considerations often affect pricing, structure, and post-closing outcomes. Early involvement allows for more flexibility in structuring transactions efficiently and avoiding unintended tax consequences.

How do you determine the most tax-efficient structure for a transaction?

The right structure depends on the type of transaction, the parties involved, and the business objectives. We evaluate factors such as entity type, ownership structure, timing, and future plans to develop an approach that aligns tax outcomes with the overall deal strategy.

What are the key tax considerations when forming or restructuring a business?

Entity selection, ownership structure, and capital arrangements all have significant tax implications. We help clients evaluate partnerships, LLCs, corporations, and S corporations, and structure businesses in a way that supports growth, flexibility, and long-term planning.

How do tax considerations impact business owners personally?

Tax decisions at the business level often have direct implications for owners, particularly in closely held companies. We help align business and individual tax outcomes, including planning for distributions, compensation, and eventual liquidity events.

When should a company start planning for a sale or liquidity event?

Earlier than most expect. Tax planning in advance of a sale or recapitalization can significantly impact the after-tax outcome. Early planning allows for more options and better positioning when a transaction occurs.

How do you approach tax planning for ongoing operations?

We focus on practical, ongoing planning that adapts as businesses grow and change. This includes reviewing structures, addressing new tax laws, and helping clients manage multi-state and cross-border considerations as their operations expand.

How do you handle tax issues that cross into international operations?

We work closely with our International Tax team to coordinate strategies for inbound and outbound transactions, cross-border investments, and global operations, ensuring that domestic and international considerations are aligned.

What should a company do if it is contacted by a tax authority?

Early response is important. We help clients assess the scope of the issue, preserve relevant information, and develop a strategy for responding to audits or inquiries. Where needed, we coordinate with our Tax Controversy team to manage the matter through resolution.

How do you balance sophisticated tax planning with cost and efficiency?

We focus on aligning tax strategy with business priorities. That means prioritizing the issues that have the most impact, avoiding unnecessary complexity, and structuring work in a way that delivers value without excessive cost.

When should a company consider changing or expanding tax counsel?

Companies often reassess tax counsel when transactions become more complex, operations expand across jurisdictions, or a more integrated approach is needed. This is particularly common when tax issues begin to intersect more directly with corporate, real estate, or owner-level planning.