Corporate Taxation
A significant part of our practice is devoted to sophisticated tax planning and solving complex corporate tax problems. We work with major multinational corporations, as well as the owners of major privately held companies to address corporate issues from the perspectives of U.S. federal, international, and state and local tax law. We represent clients in diverse industries, from telecommunications, electronics, consumer goods, transportation, power generation and manufacturing, to banking, insurance, securities, entertainment and services.
The depth and diversity of our practice allows us to maintain a leading-edge capability. We have provided strategic tax planning for major acquisitions, structured in some instances as tax-free reorganizations (mergers, reverse mergers, subsidiary-level transfers, direct stock and asset acquisitions) and in other instances as partially or fully taxable purchases. We have advised on multi-country corporate reorganizations, ESOP acquisitions, bankruptcy restructurings and leveraged buy-outs using a variety of ownership vehicles, including C corporations, partnerships, S corporations, LLCs and domestic and international joint ventures. We frequently provide tax opinions in tax-free reorganizations and, through our Washington, DC office, secure rulings and technical advice from the IRS.
We help clients develop tax strategies designed to maximize the benefits of dividend payouts, redemptions and other corporate distributions, to take advantage of the consolidated return regulations, and to minimize the impact of the loss carryover rules. We have structured spin-offs and other divisive reorganizations and devised plans to maximize the benefits of liquidations and dispositions of separate business segments. Working together with other counsel, we have also structured domestic and offshore mutual funds and REITs.
We work closely with our clients and their corporate, securities, bankruptcy, real estate, environmental, insurance, labor and other counsel to efficiently provide creative, practical tax advice on their transactions. The breadth of our exposure to sophisticated corporate transactions gives us the ability to apply that expertise beyond transactional planning, to the controversy area, where we assist clients in the conduct of tax audits, appellate reviews and litigation, at the federal, state and local level.
Financial Products
Our work in the financial products area involves a variety of instruments and structures, including, for example, floating-rate preferred stock, payment-in-kind bonds, convertible debt, and single- and multi-class trusts. We advise on the tax implications of all types of derivative products. In dealing with sophisticated products, such as variable prepaid forward contracts, off-market interest-rate swaps, dual-currency debt instruments, equity-index swaps, and contingent principal amount bonds, we have the knowledge and experience to structure the transaction to achieve the desired result relating to the amount, timing, character, and source of income and deduction.
Private Equity and Hedge Funds
Our broad exposure to all areas of taxation allows entities such as private equity and hedge funds to rely upon us for advice in a marketplace that requires immediate decisions. Executives, traders, and chief financial officers at funds we represent call us for prompt advice regarding proposed swaps, trades, and equity investments. Often, we create a tailored structure for a particular investment that takes into account not only the implications specific to the fund itself, but those that might arise for the general partner, the limited partners, and any partners with special tax status (foreign investors, tax-exempt organizations, REITs and others). We have assisted in the structuring of funds, investment management companies, general partners, and vehicles for investment by limited partners. We also help investors evaluate prospectuses of funds for possible investment, assess the tax consequences of both the overall fund strategy and investments and any possible tax considerations specific to an investor’s personal situation.
