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Corporate Taxation

Nancy Chassman

Nancy Chassman

Partner
Tel:212-903-8767 | Email | V-Card
Ezra  Dyckman

Ezra Dyckman

Partner
Tel:(212) 903-8785 | Email | V-Card
Stuart J.  Gross

Stuart J. Gross

Partner
Tel:(212) 903-8723 | Email | V-Card
David E.   Kahen

David E. Kahen

Partner
Tel:(212) 903-8763 | Email | V-Card
Morris L.   Kramer

Morris L. Kramer

Partner
Tel:(212) 903-8783 | Email | V-Card
Ronald A.  Morris

Ronald A. Morris

Counsel
Tel:(212) 903-8781 | Email | V-Card
Elliot Pisem

Elliot Pisem

Partner
Tel:(212) 903-8777 | Email | V-Card
Libin S. Zhang

Libin S. Zhang

Partner
Tel:(212) 903-8713 | Email | V-Card

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.

by Libin S. Zhang
Published: Tax Notes, January 21, 2019
Download the file for Links to the Past: Old Exceptions to New Interest Deduction Limitations.
by Libin S. Zhang
Published: Bloomberg Insights, January 10, 2019
Download the file for Qualified Opportunity Zones: Death, Taxes, and Other Uncertainties.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, December 19, 2018
Download the file for Adoption and Change of Accounting Method:
by Libin S. Zhang
Published: Tax Notes, November 12, 2018
Download the file for The Discreet Charms of the Dividends Received Deduction.
by Libin S. Zhang
Published: Tax Management Real Estate Journal, November 7, 2018
Download the file for Qualified Opportunity Zones and Select Partnership Issues.
by Libin S. Zhang
Published: Tax Notes, October 29, 2018
Download the file for Simultaneous Equations for Simpler Tax Analysis.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, October 18, 2018
Download the file for S Corporation Inconsistent Reporting Issues: 'Rubin v. United States'.
by Libin S. Zhang, Michael S. Grisolia
Published: Tax Notes, October 15, 2018
Download the file for Through a Glass Darkly: REIT Earnings and Profits.
by Libin S. Zhang
Published: September 18, 2018
Download the file for Comments to Proposed Regulations under Section 965.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, August 16, 2018
Download the file for Loan v. Distribution:
by Libin S. Zhang
Published: Tax Notes, August 6, 2018
Download the file for Qualified Opportunity Zones: Hot Tubs and Other Hot Topics.
by Libin S. Zhang
Published: Tax Notes, July 2, 2018
Download the file for To the Frying Pan: New Virtues of Subpart F over GILTI.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, June 21, 2018
Download the file for S Corporation Elections -- Who Decides?.
by Libin S. Zhang
Published: Tax Notes, May 21, 2018
Download the file for Marginal Income Tax Rates of the Passthrough Business Deduction.
by Libin S. Zhang, Joshua A. Rabinovits
Published: Tax Notes, April 30, 2018
Download the file for The End of Eternity: Anomalies in Transition to Territoriality.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, April 19, 2018
Download the file for Recent Developments Regarding Contributions to Capital.
by Libin S. Zhang
Published: Tax Management International Journal, April 13, 2018
Download the file for Direct Foreign Tax Credit and GILTI: The Curious Incidence of the Credit That Was Not Cut.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, February 15, 2018
Download the file for Corporate Tax Changes in New Tax Law.
by Ellen Seiler Brody
Published: TaxStringer, February 1, 2018
Download the file for The Tax Cuts and Jobs Act - Traps for the Unwary Accountant.
by David E. Kahen, Judy M. Hensley
Published: Benefits & Compensation Update, December 29, 2017
Download the file for Benefits & Compensation Update:  President Signs H.R. 1 (Tax Cuts and Jobs Act).
by David E. Kahen
Published: New York Law Journal, December 21, 2017
Download the file for Stock Option Exercise Leading to Capital Loss: 'Hann v. United States'.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, October 19, 2017
Download the file for Developments Regarding Micro-Captive Insurance Structures.
by David E. Kahen
Published: New York Law Journal, August 17, 2017
Download the file for Distinguishing Equity From Debt in Related Party Contexts.
by Michael J. Miller, Ellen Seiler Brody
Published: Tax Management International Journal, August 4, 2017
Download the file for Foreign Corporation Not Taxable on Redemption of Partnership Interest: Tax Court Rejects Rev. Rul. 91-32.
by Ellen Seiler Brody, Michael J. Miller
Published: Bloomberg BNA Daily Tax Report, August 3, 2017
Download the file for Reliance on a CPA As Reasonable Cause:
by Joseph Lipari, Ellen Seiler Brody
Published: TaxStringer, August 1, 2017
Download the file for Is New York Overreacting on Audit and Litigation of Federal Issues?.
by Michael J. Miller, Ellen Seiler Brody, Mark David Rozen
Published: R&H Letter to Clients and Friends, July 24, 2017
Download the file for Tax Court Rejects Revenue Ruling 91-32 -- Holds Greek Corporation's Gain from the Redemption of Its Partnership Interest Not To Be Taxable as Effectively Connected Income.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, June 14, 2017
Download the file for Can Capital Gain Rates Apply to Income from Phantom Stock?.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, April 20, 2017
Download the file for The Accumulated Earnings Tax: Back from the Grave?.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, February 16, 2017
Download the file for Recent Developments Relating to S Corporations.
by Nancy Chassman, Michael S. Grisolia
Published: Bloomberg BNA Tax Management Memorandum, November 14, 2016
Download the file for Eradicating Double Non-Taxation: A Comparative Analysis of the 2016 U.S. Model Income Tax Convention and OECD/G20 BEPS Action 6.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, October 19, 2016
Download the file for Characterization of Forfeited Deposits and Break Fees.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, August 18, 2016
Download the file for The Ever-Expanding 'Danielson' Rule?.
by Nancy Chassman, Charles S. Nelson
Published: Tax Notes, July 25, 2016
Download the file for Managing Global Tax Controversy: A Primer for the U.S. Multinational.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, June 16, 2016
Download the file for Recent Guidance Regarding Deduction of Fines.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, April 21, 2016
Download the file for Proposed Regulations to Treat Debt as Stock.
by Elliot Pisem, David E. Kahen
Published: New York Law Journal, February 18, 2016
Download the file for Receipt of