Our attorneys advise on tax planning, compliance, and controversies at the federal, state, and local levels. Vital members of the firm's transaction team, they guide clients through the complex tax aspects of strategic and financial transactions, public financings, public-private partnerships, and government initiatives.
The Tax Group offers sophisticated tax planning and structuring for an impressive range of businesses, nonprofits, individuals, and fiduciaries. Our attorneys also handle disputes at all levels of government and represent clients in connection with criminal tax matters.
Our lawyers have served as Chair and board members of the American College of Tax Counsel, as officers of the American Bar Association Section of Taxation, and as leaders of numerous local tax organizations. They have served in the Internal Revenue Service and Treasury Department and maintain cordial and professional cooperative relationships within the Service and Treasury, to the direct benefit of our clients.
We interact with tax officials and policymakers in the administrative and legislative branches of government at all levels. While not lobbyists, we can offer legislative advice as part of our overall legal services when appropriate. We also have a strong tradition of government service in the U.S. Treasury Department and Internal Revenue Service and draw upon that experience to assist clients in all manner of tax issues and tax planning opportunities.
Business Transactions and Compliance
The Tax Group has an excellent reputation for assisting in mergers, acquisitions, leveraged buy-outs, divestitures, and liquidations. This includes rendering formal tax opinions and obtaining rulings from the Internal Revenue Service and state and local tax authorities where appropriate. Our compliance counsel extends to clients' day-to-day business issues as well. We review return positions proposed by other tax professionals and, where appropriate, render opinions to clients who want to minimize their exposure to accuracy-related penalties.
Financial Transactions and Products
We advise on an array of financial transactions and products. They include interest rate swaps, taxable and tax-exempt derivatives, contingent payment instruments, and stripped debt obligations. Providing sophisticated advice to specialized entities, such as regulated investment companies, hedge funds, private equity funds, financial services organizations, and other entities engaged in managing investments, is an important part of our practice.
New and Small Businesses
Several attorneys concentrate in problem solving and tax planning opportunities for new and small businesses. Examples include the preparation of tax-sensitive general and limited partnership arrangements; limited liability company agreements; organizational documents for S corporations, business trusts, and limited liability partnerships; pre-incorporation tax plans; expense reimbursement plans for small businesses; and stock buy-sell agreements.
We structure a variety of tax-sensitive deferred and incentive executive compensation arrangements, including incentive and nonqualified stock option plans, stock bonus plans, SARs, and other equity-based compensation arrangements.
International Tax Matters and Planning
We handle a wide range of international tax matters for both U.S. and non-U.S. businesses and individuals. This includes matters involving international tax treaties, controlled foreign corporations, transfer pricing, competent authority requests, possessions corporations, foreign tax credits, U.S. withholding taxes, foreign investment in U.S. real estate and securities, passive foreign investment companies, off-shore venture capital, and other investment in U.S. business enterprises. Where appropriate, we work with foreign tax advisers in coordinating U.S. and foreign tax planning.
Real Estate and Workouts
We analyze and structure real estate development vehicles, including REITs and REMICs, and work regularly with tax-oriented real estate financings and workout transactions. We utilize both classic arrangements, such as partnerships and S corporations, and newer vehicles, such as limited liability companies, UPREITs, and DOWNREITs, frequently with enhancements consistent with responsible sophisticated tax practice.
Low-Income Housing Tax Credit
Working with business, public finance, and real estate attorneys, we assist developers, investors, and state housing agencies in housing projects based on the low-income housing tax credit.
Leveraged leasing, a classic "tax-sensitive" business activity, occupies a number of our attorneys. Our experience in fashioning workable tax-qualified solutions extends to both equipment and real estate transactions.
State and Local Taxes
We are knowledgeable on taxes imposed by various states and localities and have handled tax planning and controversies for clients in California, Colorado, Delaware, Maryland, New Jersey, New York, Pennsylvania, Utah, and the District of Columbia, among other states. Local tax controversies frequently require resourceful litigation, and our practice in this area is often successfully taken beyond the administrative appeal level.
Our tax attorneys serve major hospitals, health care systems, universities, museums, charitable foundations, trade associations, social clubs, and other exempt organizations. We obtain tax rulings and federal, state, and local tax exemptions; handle reorganizations and reclassifications; and counsel on IRS audits, fiduciary responsibilities, compensation issues, unrelated business income tax matters, private foundation compliance problems, and legislative and regulatory developments.
Our attorneys have analyzed and structured virtually every type of municipal bond transaction, including bonds for essential governmental functions, health care, housing, and solid waste facilities. We enjoy a national reputation in the federal and state tax law aspects of public finance transactions, including rules related to arbitrage. In fact, Tax Chair Frederic L. Ballard, Jr., is the author of ABCs of Arbitrage (American Bar Association, 2007), a reference work used by many public officials, attorneys, and investment bankers.
Controversies before the IRS
Our attorneys routinely deal with tax audits at the agent and district level, protests before the Appeals Office, refund claims, requests for IRS national office rulings technical advice, and matters pertaining generally to collection, levy, payment, and compliance.
We represent clients in tax controversies before the U.S. Tax Court, federal district and appeals courts, the U.S. Court of Federal Claims, and other state and local tribunals.
Participation in the Tax Bar
We have a distinguished and enthusiastic record of participation in international, federal, state, and local bar associations. These activities keep our lawyers up to date on the latest professional thinking and provide opportunities to meet with colleagues in other firms and the government, which aids in our negotiating the tax terms of transactions and resolving tax controversies. We encourage bar association activity in our younger lawyers and are proud of the results.