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Partnership & Limited Liability Company Taxation

As the complexity of tax laws and business transactions continues to increase, Munsch Hardt tax attorneys advise clients how to effectively navigate this difficult terrain by developing creative, practical and cost-effective solutions to tax issues. Drawing upon strong technical experience, we advise closely held and publicly traded corporations, partnerships, limited liability companies and individuals on the manner in which they can achieve optimum federal, state and local tax efficiencies in conducting their business activities. Our advice ranges from day-to-day tax questions to the federal, state and local implications of transactions such as real estate partnerships, tax-deferred like kind exchanges, tax-deferred corporate reorganizations, taxable acquisitions, and dispositions and transactions between closely held corporations and their shareholders.

Our tax attorneys work closely with attorneys in other sections of the firm and play an integral role in structuring, negotiating and implementing many different forms of business and real estate transactions and financings. Our tax attorneys, coupled with attorneys in the Insolvency, Restructuring & Creditors' Rights group, counsel businesses concerning the preservation and utilization of net operating losses and advise creditors of troubled companies regarding the tax consequences associated with structuring alternatives for reorganizing those companies. The following list illustrates the breadth of our Tax group:
 

Corporate Taxation

  • Tax free acquisitive reorganizations 
  • Tax free dispositive reorganizations 
  • Structured taxable acquisitions and divestitures including Section 338 transactions 
  • Tax free spin-offs, split-offs and split-ups 
  • Corporate formations, joint ventures and liquidations 
  • Financings and recapitalizations 
  • Consolidated return issues 
  • Net operating loss limitations
  • S Corporation transactions and planning

Equity Compensation Planning

  • Incentive stock option (ISO) plans 
  • Non-qualified stock option (NSO) plans 
  • Restricted stock plans 
  • Stock appreciation rights (SARs) and phantom equity plans 
  • Carried interest structures 
  • Cash bonus plans
  • Section 409A compliance

Partnership & Limited Liability Company Taxation

  • Tax free formations, redemptions and liquidations 
  • Structured taxable interest and asset acquisitions and divestitures 
  • Leveraged recapitalizations 
  • Mergers and divisions
  • Disregarded entity transactions and planning

Other Business & Tax Planning

  • Choice of entity analysis 
  • Partnership agreements 
  • Limited liability company agreements 
  • Buy-sell agreements 
  • Installment sales 
  • Personal goodwill dispositions
  • Private Letter rulings

Real Estate Taxation

  • Tax free "like kind" or Section 1031 transactions 
  • Capital gains planning
  • Carried interest structures 
  • Choice of entity planning 
  • Cost segregation analysis
  • Acquisitions and divestitures

State & Local Tax

  • Income/franchise 
  • Sales and use 
  • Ad valorem and property
  • Tax incentives and abatements

Tax Controversy

  • Representation during federal, state or local audits 
  • Administrative appeals representation
  • Multistate voluntary disclosure agreements

Tax Exempt Organizations

  • Formation and qualification of tax-exempt organizations under Section 501(c) 
  • Prohibited transactions
  • State and local tax exemptions