Tax

Working with our corporate and business transactions practice, our tax team structures proposed transactions for privately and publicly held companies, including mergers, acquisitions, sales, restructurings, joint ventures, and offerings. We develop creative, tax-efficient solutions to proactively prevent and resolve relevant tax consequences. 

Our business tax experience includes planning, structuring, formation, analysis, and documentation for:

• Partnerships, LLPs, LLCs, and C- and S- corporations
• Real estate joint ventures organized as LLCs, general and limited partnerships, including joint ventures with international investors
• Tax-free acquisitions, mergers, and spin-offs
• Debt restructuring

Click here to read more about our corporate and business transactions practice.

We design and implement employee benefit and executive compensation programs to best serve the needs of our employer clients, their organization, and their employees.

Employee Benefits
We simplify the painstaking and time-consuming task of managing benefit plans and advise employer clients with the design, implementation, and operation of:

• Retirement plans, including both defined benefit plans and defined contribution plans, such as 401(k) plans, ESOPs, and 403(b) plans 
• Small employer retirement arrangements, such as SIMPLE 401(k) plans, SEP-IRAs, and SIMPLE IRAs 
• Health and welfare plans, including:
  • medical, dental, and life insurance
  • short-term and long-term disability insurance
  • severance
  • dependent care assistance programs
  • health savings and reimbursement accounts
  • insurance wrap plans
  • Section 125 cafeteria plans and flexible spending arrangements
  • qualified transportation fringe benefit plans

We also work with employers to maintain compliance with federal and state regulatory requirements, including:

• ERISA, the Internal Revenue Code (Code), HIPAA, ACA, and COBRA
• Nondiscrimination testing
• Reporting and disclosure obligations
• Fiduciary duties under ERISA
• Claims for benefits and claims of retaliation

Executive Compensation
For clients, we ensure compliance with the requirements of Section 409A and Section 280G of the Code and advise on the design, administration, and restructuring of:

• non-qualified deferred compensation arrangements
• equity-based compensation
• supplemental and “top hat” plans
• executive employment agreements
• golden parachute arrangements
• change in control agreements
• rabbi trusts and fringe benefit programs

Audits & Correction Programs
Being a member of our clients’ team, we understand their business objectives and can be proactive in avoiding prohibited transactions, fiduciary violations, and other regulatory problems.

When issues arise, we represent employers in plan audits and investigations conducted by the Internal Revenue Service (IRS), U.S. Department of Labor (DOL), and Pension Benefit Guaranty Corporation (PBGC). After an audit, we guide clients through IRS and DOL correction programs, including EPCRS, VFCP, and DFVC.

Click here to read more about our employment law practice.

Corporate merger and acquisition transactions require careful evaluation of all parties’ benefit and compensation obligations and programs. Working closely with corporate clients and in collaboration with our robust M&A team, we analyze and address issues raised by employee benefit and executive compensation programs during and after acquisition, sale, and financing transactions.

Click here to read more about our M&A practice.

In conjunction with our estates and trusts practice, we represent clients in state and federal estate and gift tax matters.

Click here to read more about our estates and trusts practice.

Representing individuals, business entities, estates, and trusts, we help clients with:

• Audits and appeals before federal taxing authorities, including matters involving civil penalties and potential criminal sanctions.
• Federal tax litigation in U.S. Tax Court and Federal District Courts.
• Voluntary disclosures before federal taxing authorities, including disclosures regarding foreign assets and accounts.
• Trust fund penalty liability.

For high-net-worth individuals, we provide sophisticated individual income tax planning, structuring, documentation, and investment strategy. We also advocate for individuals in tax collection matters and civil controversies during audits, on appeal, and before the United States Tax Court and Federal District Courts.

We work with all types of non-profit and tax-exempt entities and organizations, including religious, charitable, and educational organizations, hospitals and faculty practice plans, medical research organizations, social clubs, social welfare organizations, political organizations, and private foundations.

Our representation in this area includes:

• Preparing applications for exemption from federal income tax.
• Advocacy before the Internal Revenue Service.
• Strategy regarding prohibited transactions, private inurement, and the deductibility of contributions.
• Formation and governance of family foundations.

Working with our comprehensive real estate practice, our tax team navigates the myriad of tax issues associated with the purchase, sale, and development of real property. Representing both buyers and sellers, developers, and private equity investors, our experience includes:

• Structuring of purchases and sales, involuntary conversions of real property, and like-kind exchanges of real property under Section 1031, including deferred/forward and reverse exchanges, improvement exchanges, and “drop and swap” exchanges.
• Planning for charitable contributions of interests in real property, including conservation easements.
• Structuring for the prevention of dealer status.
• Advising as to the selection of appropriate entities for real estate investment and/or development.

Learn more about our real estate practice.