Overview
Locke Lord’s ERISA and other tax attorneys help corporations and partnerships design, draft and implement qualified and non-qualified employee benefit plans. These include pension, stock option, employee stock ownership, 401(k), money purchase and profit sharing plans. We also help clients with special employee benefit planning needs due to governmental or tax-exempt status.
The area of deferred compensation is becoming a much higher audit priority for the IRS, and our ERISA and other tax attorneys actively advise clients in all aspects of deferred compensation, from documentation issues to tax planning.
Maintaining the tax-qualified status of retirement plans is complex, and our attorneys regularly assist clients with this issue. We have a strong focus in designing and implementing the tax-qualified prototype plans sponsored by banking and other organizations and in maintaining the tax-qualified status of these plans.
We represent clients before both the IRS and the U.S. Department of Labor when their plans are audited, as well as in securing IRS determination letters for plan qualification purposes. Increased Congressional and IRS scrutiny of employee benefit plans makes longstanding experience like Locke Lord’s even more important to clients.
Our attorneys are actively involved in executive compensation matters for both publicly traded and privately held companies. This involves the tax planning and design of executive benefit arrangements and compliance with federal and state securities laws.
Merger and Acquisition Transactions
Both tax and business implications must be weighed when businesses consider mergers, acquisitions or dispositions. Whether a transaction is taxable or tax-free, tax issues play a critical role in a transaction’s structure. Our tax attorneys, working with our corporate team, provide advice on structuring transactions to maximize tax benefits.
We handle everything from corporate combinations and dispositions to cross-border or wholly foreign transactions. We also work on complicated tax issues associated with acquisitions by private equity clients, whether such structures involve maintaining the current capital structure or recapitalizing the entities to reflect the particular economic circumstances of an investment.
Private Equity Transactions
Locke Lord is a leader in organizing and bringing to market a wide range of private equity funds. Our tax attorneys are involved in structuring and documenting transactions for our private equity fund clients by advising on partnership structuring issues and other tax considerations to the sponsors of the fund and to taxable and tax-exempt investors, as well as foreign, individual, and corporate investors.
We advise our private equity fund clients in various industry groups, including energy, manufacturing, technology, real estate and other markets. Each industry requires a considerable amount of experience in order to structure such acquisitions or investments in the most tax-efficient manner.
REITs, Other Conduits and Real Estate
Locke Lord’s practice in real estate investment trust (REIT) issues has been consistently ranked among the top 10 nationally by The American Lawyer. We have developed extensive experience in tax planning for public and private REITs. Our experience covers all aspects of REIT formation, operation and liquidation, as well as REIT mergers, acquisitions and dispositions. We represent REITs that own office, retail, apartment, student housing, industrial, hotel, resort, senior living, cold storage and communication tower properties. We structure and advise UPREIT and DownREIT partnerships, qualified REIT subsidiaries, preferred stock subsidiaries and taxable REIT subsidiaries and represent some of the most prestigious REITs in the country.
Our tax attorneys also counsel clients regarding the tax aspects of other conduit entities such as Regulated Investment Companies (RICs), Real Estate Mortgage Investment Conduits (REMICs) and Financial Asset Securitization Investment Trusts (FASITs).
We are particularly strong in real estate taxation, including the formation, operation and taxation of partnerships, limited liability companies and alternative structures holding real estate such as tenants in common (TIC) arrangements. We help real estate investors and developers structure workouts and refinancings to avoid phantom income and avoid the recognition of taxable gain through tax-free like-kind exchanges, including exchanges utilizing TIC structures. Through active participation in state and national partnership and real estate tax committees, Locke Lord attorneys have worked to simplify partnership debt regulations and favorable like-kind exchange regulations published by the U.S. Treasury.
We also have extensive experience in representing employer and government sponsored pension funds, educational exempt organizations and their investment advisors regarding ERISA and tax compliance matters related to real estate investments. This includes frequent representation of real estate investment advisory firms, plan trustees and endowment fund managers on various investment transactions, the formation of investment entities and a variety of operational compliance issues. We also have dealt with IRS audits and U.S. Department of Labor investigations of various pension plans and other retirement plans, focusing on tax, prohibited transaction and fiduciary issues related to real estate investments.