Business & Transactional Law

Our tax attorneys work with businesses and their owners (including publicly traded corporations, privately held corporations, limited liability companies, limited partnerships, ‘S’ corporations, venture capital, and private equity funds, family offices, and corporate executives) to achieve optimal federal, state, and local tax efficiencies in the conduct of business activities and transactions. Our tax attorneys also work closely with attorneys in other sections of the Firm and play an integral part in structuring, negotiating, and implementing various tax efficient strategies to facilitate business objectives. The following list illustrates the scope of our capabilities and experience with respect to business and transactional tax matters.

Corporate Taxation

  • Tax free acquisitive reorganizations
  • Tax free dispositive reorganizations
  • Structured taxable acquisitions and divestitures, including Section 336(e) and Section 338 transactions
  • Tax free spin-offs, split-offs and split-ups
  • Corporate formations, joint ventures, and liquidations
  • Financings and recapitalizations
  • Net operating loss limitations
  • S Corporation transactions and planning

 
Equity/Incentive Compensation Planning

  • Incentive stock option (ISO) plans
  • Non-qualified stock option (NSO) plans
  • Restricted stock plans
  • Stock appreciation rights (SARs) and phantom equity plans
  • Carried interest and other “profit interest” or “promote” structures
  • Cash bonus plans

 
Partnership/Limited Liability Company Taxation

  • Negotiating and drafting Partnership and LLC agreements
  • Special allocations
  • Tax free formations, redemptions, and liquidations
  • Tax free “roll-over” transactions
  • Structured taxable interest and asset acquisitions and divestitures
  • Leveraged recapitalizations
  • Mergers, acquisitions, conversions and divisions
  • Disregarded entity transactions and planning

 
Other Business Tax Planning

  • Choice of entity analysis
  • Partnership and Company agreements
  • Buy-sell agreements
  • Installment sales
  • Personal goodwill dispositions
  • Private Letter Rulings
  • Bankruptcy and workout tax matters
  • International Inbound and outbound transactions

 
Real Estate Taxation

  • Tax free “like kind” exchange; or Section 1031 transactions
  • Capital gains planning
  • Carried interest or “promote” structures
  • Acquisitions and divestitures

 
State Local Tax

  • Income/franchise tax planning
  • Sales and use tax compliance advisory

 
Tax Exempt Organizations

  • Formation, qualification, and operation of tax-exempt organizations under Section 501(c)
  • Prohibited transactions
  • State and local tax exemptions

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