Corporate & Business Law
Business Transactions
We routinely advise our clients on tax planning alternatives and strategies for reorganizations, mergers, acquisitions, divestitures, real estate sales and exchanges, including structuring the transactions to minimize the federal tax impact. We assist clients in these representative transactions:
- Advise owners of closely held businesses on strategies to minimize federal taxes on the sale of the business or its assets, including sales to publicly owned companies
- Provide guidance on the structuring of alternative arrangements for the formation of real estate entities
- Analyze methods of restructuring and reorganizing a business to eliminate exposure to federal taxes upon the sale of corporate stock or company
These transactions demonstrate the level of sophisticated tax advice routinely given by our attorneys in their representation of business clients.
Closely Held Business Planning
Closely held, or nonpublic, clients represent a significant portion of our business practice. These clients have unique challenges that must be handled by attorneys experienced in not only business law, but also in tax planning, estate planning and entity selection. Our attorneys use their experience to resolve the unique issues facing our closely held business clients; we do not employ a "cookie-cutter" approach to problem solving.
For example, we:
- Counsel clients on making an S-corporation election to minimize issues relating to the accumulation of earnings and personal holding company status
- Devise plans for the orderly succession of business ownership among family members
- Work with our estate planning attorneys to implement strategies to reduce estate and gift tax exposure while passing control or value of the business to lower generations
Tax-Exempt Organizations
We represent many organizations that are tax-exempt under the federal tax laws. These clients include hospitals and other health care providers, educational organizations, trade associations and other charities and private foundations. We are familiar with the laws surrounding these entities, and the special rules, regulations and rulings of the Internal Revenue Service concerning private inurement and intermediate sanction legislation, as well as unrelated business income tax issues.
Examples of our client representation in this area include:
- Counseling a tax-exempt organization regarding its for-profit subsidiaries
- Advising members of the board of a tax-exempt organization as to their responsibilities, duties and exposure under the intermediate sanction rules of the code
- Analyzing the activities of a tax-exempt organization in the operation of a business, and the possibility of the generation of unrelated business income
- Representing and counseling a not-for-profit hospital client concerning appropriate recruitment incentives for potential physician employees
- Assisting a private foundation in the preparation and filing of its annual federal tax return
Tax Controversies
Our tax controversy practice, encompassing all interactions of our clients with the Internal Revenue Service (including tax audits and appeals), is strengthened by our knowledge and experience in substantive areas of the tax law. Our experience includes working with the examination, appeals and collection divisions of the IRS, as well as representing clients in matters before the United States Tax Court.
We have assisted clients with the following issues at the appeals division of the IRS:
- The proper time for deducting a substantial business bad debt
- The determination of tax liability arising out of a divorce settlement
- Analysis and negotiation with the IRS regarding the application of the passive loss rules to an economic unit operated by the taxpayer
- Determination of the deductibility of expenses associated with the administration of an estate and management of its assets.
For more information on our Federal Taxation Practice Group, contact:
Primary Contacts: