Business & Individual Planning

Our attorneys develop and deliver innovative business and legal solutions to clients with a focus on minimizing tax cost and maximizing financial return on acquisitions, reorganizations and divestitures.

We provide our business clients legal advice on such areas as:

  • Structuring business acquisitions and share exchanges
  • Optimizing tax-free transactions, including various forms of mergers, reorganizations and multiple-step acquisitions
  • Evaluating divestiture strategies, including those resulting in tax basis increases
  • Assessing benefits of tax attributes, including those resulting in tax basis increases and those taking advantage of net operating and capital loss carry-forwards

In addition, we routinely help clients:

  • Prepare, audit and revise business and personal property tax filings
  • Identify all potential tax liability deductions and offsets
  • Identify corporate restructuring to minimize tax obligations upon the sale or transfer of a business
  • Institute clear plans for succession plans of a business or real estate holdings to minimize state, federal and foreign taxes
  • Identify potential property tax exemptions for individuals
  • Customize tax solutions
  • With advice on an array of complex taxation issues, including multi-state tax obligations for companies that routinely invest and sell in internet goods and services

Partnerships, Limited Liability Companies, and Joint Ventures

We counsel owners of privately held businesses on matters relating to the tax-efficient ownership and operation of their enterprises. This often involves the use of limited liability companies (LLCs), partnerships and other joint ventures. These entities are used in:

  • Structuring asset acquisitions and divestitures
  • Sales and redemptions of ownership interests
  • Allocations of debt and preservation of tax basis allocation
  • Preferred returns
  • Property contributions
  • Asset distributions
  • Capital account analysis

We also develop strategies for the tax-efficient utilization of LLCs and partnerships in:

  • Asset securitizations
  • Equipment leasing
  • Real estate exchanges under IRC § 1031 (deferred and reverse like kind exchanges)
  • Low-income housing
  • Rehabilitation and historic tax credits
  • Structured finance transactions

S and C Corporations

We represent clients on the full spectrum of tax issues relevant to S and C Corporations and their shareholders. Our services include:

  • Formation
  • Operations
  • Acquisitions
  • Dispositions
  • Reorganizations
  • Issues involving eligible shareholders, shareholder/employee compensation, shareholder loans, redemptions, shareholder agreements and succession planning

Individual Retirement Accounts (IRAs)

We advise our clients on permissible IRA investments and the avoidance of the prohibited transaction rules. Additionally, we help our individual clients maximize their (and their heirs’) benefits under their IRAs relating to the required minimum distribution rules. We also advise financial institutions on their obligations in administering IRAs.