Business & Transactional Tax

Experience

  • Bank Holding Company Tax Counsel

    Provided tax advice to North American Bancshares, Inc. in its partially tax-free stock and cash merger with and into Durant Bancorp, Inc. Consideration for the transaction was a combination of stock and

  • Auto Retailer Tax Counsel

    Represented the selling members in the sale of 100% of the membership interests of nation’s largest online used auto retailer to a strategic buyer. The purchase price included a closing date cash payment

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Overview

Our tax attorneys work with businesses and their owners (including publically traded corporations, privately held corporations, limited liability companies, limited partnerships, ‘S’ corporations, venture capital and private equity funds, family offices and corporate executives)  to achieve optimal federal, state and local tax efficiencies in the conduct of business activities and transactions. Our tax attorneys also work closely with attorneys in other sections of the Firm and play an integral part in structuring, negotiating and implementing various tax efficient strategies to facilitate business objectives. The following list illustrates the breadth of our capabilities and experience with respect to business and transactional tax matters.

CORPORATE TAXATION OTHER BUSINESS TAX PLANNING
  • Tax free acquisitive reorganizations
  • Choice of entity analysis
  • Tax free dispositive reorganizations
  • Partnership agreements
  • Structured taxable acquisitions and
    divestitures, including Section 336(e) and
    Section 338 transactions
  • Limited liability company (LLC) agreements

     
  • Tax free spin-offs, split-offs and split-ups
  • Buy-sell agreements
  • Corporate formations, joint ventures and liquidations
  • Installment sales
  • Financings and recapitalizations
  • Personal goodwill dispositions
  • Consolidated return issues
  • Private Letter Rulings
  • Net operating loss limitations
  • Bankruptcy and workout tax matters
  • S Corporation transactions and planning
  • Inbound and outbound transactions

EQUITY/INCENTIVE COMPENSATION PLANNING

REAL ESTATE TAXATION
  • Incentive stock option (ISO) plans
     
  • Tax free “like kind” exchange; or Section 1031 transactions
  • Non-qualified stock option (NSO) plans
  • Capital gains planning
  • Restricted stock plans
  • Carried interest  or “promote” structures
  • Stock appreciation rights (SARs) and phantom equity plans
  • Choice of entity planning
     
  • Carried interest and other “profit interest” or “promote” structures
  • Acquisitions and divestitures
     
  • Cash bonus plans
  • New Market Tax Credits
  • Section 409A compliance
  • Rehabilitation Tax Credits

PARTNERSHIP/LIMITED LIABILITY COMPANY TAXATION
STATE LOCAL TAX
  • Tax free formations, redemptions and
    liquidations
  • Income/franchise
     
  • Tax-free “roll-over” transactions
  • Sales and use
  • Structured taxable interest and asset
    acquisitions and divestitures

TAX EXEMPT ORGANIZATIONS
  • Leveraged recapitalizations
     
  • Formation, qualification and operation of tax-exempt organizations under Section 501(c)
  • Mergers and divisions
  • Prohibited transactions
  • Disregarded entity transactions and planning
  • State and local tax exemptions
  • Negotiating and drafting Partnership and LLC agreements

 

  • Special allocations