Tax liability at the local, state, federal, and international level is a concern in any transaction. The attorneys in our Tax Group help clients minimize their tax burden and maximize the benefits of tax credits, deductions, and exemptions.
We help clients plan transactions so that tax controversies are avoided. Should tax controversies arise, we advise on matters ranging from routine audits to criminal tax matters. Our clients include businesses, nonprofits, individuals, and fiduciaries.
Attorneys in the Group collaborate with each other and across the firm to meet clients’ individual needs. We work closely with colleagues in other practice areas, principally family wealth management, mergers and acquisitions, private equity, litigation, public finance, real estate, and white collar defense and internal investigations. This collaboration improves our tax work and extends client service beyond what any tax attorneys could achieve by working alone.
Our tax attorneys maintain excellent and longstanding relationships with tax officials and policymakers at all levels of government. The collective experience of our group includes government service at the U.S. Treasury Department and Internal Revenue Service, and we draw upon that experience to assist clients with both tax issues and tax planning opportunities. We also anticipate and monitor regulatory and legislative developments on tax issues to keep our clients agile and informed.
Business Transactions and Compliance
The Group assists clients in mergers, acquisitions, leveraged buyouts, divestitures, and liquidations. We render formal tax opinions in these transactions, and, where necessary, we are prepared to obtain rulings from the Internal Revenue Service and state and local tax authorities. We offer advice on ongoing tax compliance in day-to-day business issues. We also review positions proposed by other tax professionals for tax return reporting, and, where appropriate, render opinions to clients seeking to minimize their exposure to accuracy-related penalties.
Financial Transactions and Products
We advise on a variety of financial transactions and products. They include interest rate swaps, taxable and tax-exempt derivatives, contingent payment instruments, and stripped debt obligations. We counsel specialized entities, such as regulated investment companies (RICs), hedge funds, private equity funds, financial services organizations, and other entities engaged in managing investments.
New and Small Businesses
Several of our attorneys focus on problem solving and tax planning opportunities for new and small businesses. We prepare 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.
Our attorneys structure a variety of tax-sensitive deferred and incentive executive compensation arrangements, including 401(k) plans, incentive and nonqualified stock option plans, stock bonus plans, stock appreciation rights (SARs), and other equity-based compensation arrangements.
International Tax Matters and Planning
We handle 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 (PFICs), 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 use both classic arrangements, such as partnerships and S corporations, and newer vehicles, such as limited liability companies, UPREITs, and DOWNREITs.
Our attorneys have experience with the major governmental tax credit programs. These include Low Income Housing Tax Credits, New Markets Tax Credits, federal rehabilitation tax credits (historic tax credits), renewable energy production and investment tax credits, and various state tax credits. We also are well versed in relevant real estate, federal and state income tax, finance, and creditors’ rights issues.
State and Local Taxes and controversies
We have advised clients on state and local tax planning and controversies in California, Colorado, Delaware, Maryland, New Jersey, New York, Pennsylvania, Utah, and the District of Columbia, among other states. The firm has offices throughout the country, so if a state or local tax controversy requires an appeal to the courts, we are prepared to undertake it.
Our tax attorneys serve hospitals, health care systems, universities, museums, charitable foundations, trade associations, social clubs, social welfare organizations, and other exempt organizations. We advise clients on requests for tax ruling and determination letters, 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 governmental functions, health care, housing, and solid waste facilities. Ballard Spahr has a national reputation for excellence in the federal and state tax law aspects of public finance transactions, including rules related to arbitrage. Our late partner, Frederic L. Ballard, Jr., was the author of ABCs of Arbitrage (American Bar Association, 2011 edition), an indispensable reference work widely used by public officials, attorneys, financial advisors, and investment bankers, and that work is being carried forward by members of our Tax Group.
Controversies with the Internal revenue Service
Our attorneys routinely deal with tax audits at the agent level, protests before the Appeals Office, refund claims, requests for rulings, determination letters, technical advice, closing agreements, and matters pertaining generally to penalties, 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 state and local tribunals. When appropriate, we consult with other firm attorneys with substantial litigation experience at all levels of government. Attorneys in our White Collar Defense/Internal Investigations Group, including those in Philadelphia and New York offices, defend individuals and corporations involved in federal and state criminal investigations stemming from alleged tax fraud.
We have participated for many years in bar associations at all levels. 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 and discuss trends in tax policy. This aids in our negotiating the tax terms of transactions and resolving tax controversies.
We counsel clients on potential voluntary disclosures, including in regard to offshore financial accounts, to federal and state tax authorities.