Tax & Business Planning

Our tax practitioners are especially adept in the planning and structuring of acquisition, disposition, and tax-free reorganization transactions across the spectrum of business entities. We work with a wide array of public and private companies in connection with mergers and acquisitions and other transactional work. Our tax M&A practice has extensive experience with structuring tax-free reorganizations as well as taxable stock and asset purchase transactions. We help structure merger, acquisition, and disposition transactions involving not only regular corporations, but also S corporations, partnerships, limited liability companies, joint ventures, and disregarded entities across a broad spectrum of industries and deal sizes.

We represent our public and private REIT clients in almost all legal aspects of their businesses, including tax planning and tax compliance. Our tax attorneys have helped our REIT clients with initial public offerings and securities registrations, REIT merger and acquisition transactions, UPREIT and DOWNREIT contribution transactions, including tax protection agreements, complicated joint ventures, credit facilities, IRS private letter rulings, and REIT tax opinion and compliance issues.

We represent numerous real estate private equity funds in the formation of joint ventures, as well as acquisition and disposition work. We help negotiate and draft joint ventures on behalf of investors with unique tax profiles, including tax-exempt investors required to comply with the fractions rule, foreign investors required to comply with FIRPTA, government investors subject to Code section 892 compliance, and public and private REITs subject to the complex REIT compliance rules.

We represent numerous public and private banks, financial institutions, and fintech companies in their mergers and acquisitions work, including by issuing tax-opinions for tax-free reorganizations and drafting tax disclosures for SEC proxies and registration statements. We have also assisted our banking clients in the drafting of shareholder agreements, tax sharing agreements, and IRS private letter ruling requests.

In the context of family-owned and other businesses, when it would be beneficial to pass wealth from the older to the younger generation either in preparation for a liquidity event or to conduct the continuation of the business going forward, we have crafted proprietary solutions that minimize estate, gift, and income taxes that cannot be attained from the more conventional estate planning devices available elsewhere.

Due to our significant representation of U.S. clients who embark in worldwide activities and our foreign clients engaged in business in the U.S., our tax practitioners possess an in-depth understanding of international tax rules and provide sophisticated advice and solutions. This has enabled us to craft proprietary structures in the context of “inbound” transactions involving wealthy foreign individuals that can virtually eliminate U.S. income and estate taxes.