Transactional Tax

We provide tax planning for every aspect of reorganizations, mergers, acquisitions, and dispositions, debt and equity financings, and other corporate transactions, including the tax treatment of transaction costs. Our extensive experience includes counseling on taxable and tax-free stock and asset acquisitions and dispositions, divisive reorganizations, and acquisitions involving affiliated groups of corporations filing consolidated returns. We advise on inbound and outbound transactions, totalization agreements, and tax treaty issues. We provide the full complement of transaction-related compensation tax advice, including all types of qualified and non-qualified equity compensation.

We provide tax advice to major corporations, joint ventures, partnerships, investment funds, venture capital investors, and family offices on the tax aspects of partnership formation and structuring. Our experience includes drafting LLC, partnership, and tax equity partnership agreements, analyzing partnership allocations, and structuring "profits interest" or "carried interest" arrangements.

We have participated in numerous public and private securities transactions, many of which include sophisticated financial instruments. We are knowledgeable in the application of the complex interest and original issue discount rules to a wide variety of financial products.

Our tax lawyers are adept at using their skill with IRS administrative practice to find solutions to the biggest tax challenges. Where necessary, we have obtained private letter rulings, pre-filing agreements, and advance pricing agreements to satisfy the need for tax certainty.