Tax issues play a critical role when businesses consider major transactions, such as entity formations, reorganizations, restructurings, or mergers, acquisitions or dispositions of business units or real estate. They are also important considerations in day-to-day operational aspects of a business, such as employee benefits and financings. Our tax lawyers are experienced in the tax issues attendant to these situations but also work seamlessly with our corporate and real estate teams to provide practical and efficient advice in these areas to minimize tax costs and maximize tax benefits.
Merger, Acquisition and Formation Transactions
Our tax lawyers handle everything from business combinations and dispositions for existing companies to the creation of newly-formed corporate and joint venture/partnership business operations. We design the structure for such transactions and negotiate and draft the implementing documentation for both our private equity clients and strategic acquirors/sellers. In addition to these business combination and disposition transactions, our tax lawyers work extensively on internal recapitalization and restructuring transactions for our clients, both maintaining the current capital structure and recapitalizing the entities to reflect the particular economic circumstances of a new investment. We also fully understand the requirements of foreign investors and investment groups and the preferred tax and corporate structuring used by foreign investors when investing in the United States.
Private Equity Transactions
As a leader in organizing and bringing to market private equity funds, we are involved in structuring and documenting transactions by advising on partnership structuring issues and other tax considerations to fund sponsors and to taxable and tax-exempt investors, as well as foreign, individual and corporate investors. We also advise our private equity clients on initial platform company structuring, add-on portfolio company acquisitions, exit transactions, recapitalizations and public offerings.
We advise private equity fund clients across the energy, manufacturing, technology, real estate and other markets, each utilizing deep sector-specific experience in order to structure such acquisitions, investments and/or exit transactions in the most tax-efficient manner.
Employee Benefits Matters
Our ERISA and other tax lawyers help corporations and partnerships design, draft and implement qualified and non-qualified employee benefit plans, including pension, stock option, employee stock ownership, 401(k), money purchase and profit-sharing plans. We also assist with the employee benefit/compensation aspects of business acquisitions and dispositions as well as with executive compensation matters for publicly traded and privately held companies, including tax planning and design of executive benefit arrangements and compliance with U.S. securities laws.
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. The area of deferred compensation is also becoming a much higher audit priority for the IRS, and we actively advise on all aspects of deferred compensation from documentation issues to tax planning.
REITs and Real Estate
We cover all aspects of REIT formation, operation and liquidation as well as REIT mergers, acquisitions and dispositions, including structuring and advising UpREIT and DownREIT partnerships, qualified REIT subsidiaries, preferred stock subsidiaries and taxable REIT subsidiaries. In this capacity, we represent some of the most prestigious REITs in the United States.
We are also particularly strong in real estate taxation, including the formation, operation and taxation of partnerships, limited liability companies, alternative structures holding real estate, such as tenants in common (TIC) arrangements, and joint ventures involving tax-exempt organization investors seeking to avoid the recognition of unrelated business taxable income (UBTI). 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.
We also represent employer and government-sponsored pension funds, educational exempt organizations and their investment advisers. This includes frequent representation of real estate investment advisory firms, plan trustees and endowment fund managers.