Tax planning needs to be strategic. We consult with businesses at all stages of their development, from the initial choice of entity, through acquisition and other growth transactions, to business succession planning, and dispositions. Our tax advisors also work closely with clients on individual tax planning.
Our attorneys provide businesses and individuals with comprehensive counseling in all areas of federal, state and local taxation. Many of the members of our Tax Practice have significant “Big Four” accounting firm experience, or have advanced degrees in taxation, which makes us especially effective in this area.
Our experience enables us to provide strategic tax planning and structuring that is focused on the specific business or industry of the client. In addition to our work with various types of businesses, our tax advisors also advise individuals on tax issues and implement individual tax planning strategies, often relating to their ownership interests in the various types of business entities.
Our tax attorneys strive to be perceived as highly effective business advisors. Consistent with this role, we recognize the importance of working together with our clients’ accountants, financial and other professional advisors to develop a comprehensive business and tax plan.
We provide a significant benefit to our clients by taking a proactive role in our relationship in which we keep them informed of developments in tax law and emerging tax planning techniques that may have an impact on their business and/or individual planning.
Our Tax Practice attorneys work closely with attorneys throughout the firm to provide coordinated and comprehensive tax, legal and business advice from employee benefits, estate planning and probate to multistate tax. Above all, no matter what tax law issues our clients encounter in operating their businesses or in pursuing their individual financial goals, our mission is to identify the most effective solution.
We have provided crucial tax planning and advice to many successful start-up businesses in a wide variety of industries, from foundries and machine shops to businesses engaged in software and other intellectual property development. While advising start-up businesses on choice of entity and equity structure issues is a critical part of our counseling for these entities, this is just the first step. Our tax attorneys continue to consult with new businesses to provide comprehensive advice that extends to the other tax issues they may face through their subsequent growth and development. Those issues include:
- Structuring of all types of employee equity compensation (stock options, restricted stock, bonus and phantom stock plans);
- Tax-advantaged structuring of venture capital and other equity infusions;
- Tax-sensitive positioning of those businesses which expect to go public or which expect to grow through acquisitions;
- Advising clients on the structuring of S corporations, and on the conversion of corporations from “C” to “S” status;
- Structuring venture funds, convertible securities, and stock options in connection with venture capital financing transaction; and
- Tax planning for private placement financings and syndicated offerings.
Mergers, Acquisitions, Dispositions and Restructurings
Transactional work is one of the great strengths of our Tax Practice. We work closely with clients and other attorneys throughout the firm to counsel private and publicly held clients on transactional issues. Our goal is to ensure that each transaction is completed in the most tax efficient way. Consistent with this goal, our attorneys have, in many cases, formulated structuring and other tax ideas which “got the deal done” by creating a transaction structure acceptable to the parties from a tax standpoint. We provide advice regarding the tax effects of transactions from the planning stages through implementation and post-closing issues. Our tax attorneys represent new ventures, acquirers, target corporations, and investment banking firms on a wide array of transactions, including:
- Structuring transactions as tax-free reorganizations;
- Representing buyers, sellers and management in transactions involving creative uses of Employee Stock Ownership Plans (“ESOPs”);
- Performing due diligence on target businesses for acquirers;
- Preparing an acquisition candidate for sale;
- Advising clients on spin-offs of unwanted assets or lines of business prior to a sale;
- Advising clients on structuring a sale of stock to be treated as an acquisition of assets for tax purposes;
- Structuring transactions to minimize the impact of double taxation for transactions which are structured as a sale of asset by a C corporation;
- Negotiating tax indemnities, tax sharing agreements and other tax-related aspects of mergers and acquisitions; and
- Structuring “wind-down” activities such as liquidations and redemptions of shares
Tax Structuring of Workouts and Bankruptcies
Businesses facing financial difficulty often find that unexpected tax problems exacerbate an already difficult situation. Our tax attorneys have significant experience in guiding all types of businesses, including corporations, partnerships, LLCs and individuals, through these issues. Along with the potential problems are opportunities for taking advantage of tax rules, which in many cases provide a benefit to a troubled business. We have substantial experience in the areas of insolvency reorganizations, workouts and other debt restructurings while working closely with our restructuring attorneys on major bankruptcy cases. The firm’s objective in these matters includes:
- Structuring reorganization plans to preserve favorable tax attributes
- Structuring transactions to minimize the tax impact of workout situations
As the federal government, states and municipalities become more aggressive in the number of returns being audited and in the amounts that are being assessed, legal counsel must be prepared to handle controversial work. Our tax attorneys have extensive experience representing individuals, corporations and pass-through entities at all levels and through each phase of tax controversies. At the administrative levels, from the initial audit through the final appeals process, we have the experience, both from a legal and an accounting standpoint, to understand the issues and resolve a controversy in the most efficient manner. If necessary, our attorneys represent clients in judicial proceedings at the federal, state, and local level. We represent individuals, corporations and partnerships in all varieties of federal, state and local tax disputes. Our tax attorneys understand all aspects of tax procedure and have experience requesting and obtaining favorable tax rulings and other administrative tax relief for our clients. In addition, we have extensive experience representing clients in connection with real estate tax assessments in Ohio.
Partnerships and Limited Liability Companies
Although partnerships and LLCs provide a great deal of flexibility in structuring a business entity and its operations, with this flexibility generally comes a higher level of complexity from a tax and accounting standpoint. Our Tax Practice has extensive experience in structuring partnerships and LLCs, and have the ability to create and implement even the most complex business arrangements within the partnership or LLC format. Our attorneys have represented clients in establishing these entities in a broad range of business contexts, from money managers to start-up technology companies, to joint ventures between multinational manufacturers. Most of our tax attorneys in this group have significant accounting experience, and are therefore able to provide advice on both the tax and accounting issues that arise. Areas of specialty within the partnership context include:
- Sales, redemptions and abandonment of ownership interests
- Structuring equity compensation plans for employees
- Use of special allocations, preferences and convertible interests to facilitate client goals
- Restructuring and workout situations
- Mergers, acquisitions and conversions of partnerships and LLCs