Tax

Experience

Our Tax Practice Group provides comprehensive tax advice and representation to a broad spectrum of domestic and international clients.

In every case, our goal is to achieve the optimal tax treatment consistent with our clients' business and personal objectives. Members of our Tax Practice Group make it a priority to keep abreast of changes in this continually evolving field and regularly speak at seminars for bar association groups, clients and counsel, as well as events with other professionals and financial institution representatives.

Our Services

General Corporate and Business Tax

• Counseling clients on entity selection, with an eye toward limiting tax costs, achieving civil liability insulation, and preserving tax attributes.
• Advising clients on the use of family limited partnerships, limited liability companies (LLCs) and other estate and succession planning vehicles for business interests and real property.
• Structuring business and investment transactions - including mergers and acquisitions, domestic and international reorganizations, recapitalizations, triangular and divisive reorganizations, and liquidations and other distributions - to maximize tax efficiencies.
• Negotiating and drafting agreements with tax implications, including shareholder agreements for C corporations and S corporations and indemnification agreements.
• Negotiating and structuring partnerships and LLCs, including preparing allocation, distribution, liquidation and other provisions.
• Representation before the IRS and state and local tax agencies, as well as in litigation in state and federal courts, including the U.S. Tax Court.
• Advising clients on a wide range of state and local tax matters, including New York State, Metropolitan Commuter Transportation District, New York City, and New Jersey corporate and individual income taxes, sales and use taxes, and tobacco taxes, as well as special taxes, including New York City Unincorporated Business Tax, Commercial Rent Tax, and Hotel Room Occupancy Tax.
• Obtaining private letter rulings from the IRS in connection with complex federal tax transactions, including corporate reorganizations.

Investment Funds, Banks and Financial Institutions

• Establishing investment funds for numerous types of business assets and activities, including: housing and other real estate, technology start-up companies, medical ventures, biotechnology companies, foreign currencies, commodities, factoring receivables and stock.
• Working with allocation, distribution and liquidation provisions to achieve certain compensation, economic and tax goals.
• Establishing offshore hedge funds and advising them on a variety of issues, including the use of onshore and offshore feeder funds and side-by-side structures.
• Preparing various types of compensation plans for banks and bank holding companies, including in the event of a reorganization .

Real Estate

• Advising real property owners and providing tax opinions regarding cooperative housing corporations and condominiums.
• Providing tax opinions regarding cooperative housing corporations and condominiums.
• Counseling foreign investors in U.S. real property with regard to Foreign Investment in Real Property Act (FIRPTA) requirements, exemptions, withholding, and related tax issues.
• Structuring and advising with regard to like-kind exchanges of real property.
• Advising on matters regarding New York City, New York State, and New Jersey real property transfer taxes, including transfers of interests in entities and aggregation rules.
• Structuring transactions and providing tax opinions in connection with tax credits, including federal low-income housing, rehabilitation, and new markets tax credits, and various state and local tax credits, including the New Jersey Urban Transit Hub Tax Credit.

Bankruptcy, Restructurings and Workouts

• Advising on restructurings and work-outs and managing the tax implications, including issues related to discharge of indebtedness income and exceptions to such rules.
• Working with the significant modification rules.

Compensation and Benefit Plans (Qualified and Non-Qualified)

• Preparing and advising on the tax implications and other issues related to incentive stock option plans and other option plans.
• Complying with Internal Revenue Code Section 409A nonqualified deferred compensation rules and the avoidance of the golden parachute rules.
• Establishing restricted property plans in compliance with Internal Revenue Code Section 83 and advising regarding related elections for LLCs operating real estate, banks and bank holding companies and other businesses.
• Establishing, amending, and terminating qualified and nonqualified pension and other employee benefit plans, including phantom stock plans, executive deferred compensation plans and compensation trusts.

International

• Counseling domestic companies seeking to operate in foreign countries and foreign owners of U.S. closely held and public corporations on a variety of issues, including transaction and business structuring, and transfer pricing,
• Working with the provisions of U.S. income tax treaties to achieve beneficial tax treatments.
• Coordinating with foreign tax advisors to maximize tax benefits to the clients.

Tax-Exempt Organizations and Investors

• Representing private foundations, public charitable organizations, and other tax-exempt organizations in connection with obtaining and preserving tax-exempt status, grant-making, unrelated business tax, excess benefit and prohibited transaction rules, joint ventures, and other matters.
• Structuring investments for and advising certain tax-exempt investors and investor funds that include such investors to help them avoid or minimize unrelated business taxable income, including through achieving compliance with the fractions rule and substantial economic effect rules and using other methods.
• Advising tax-exempt organizations with regard to the applicable compliance rules, including with regard to political and lobbying activities.

Representative Matters

Among our many notable engagements, we have represented:

• a family owning a substantial amount of real property, in connection with reorganizations of LLCs involving trusts and notes;
• Spanish industrial equipment manufacturers; a Spanish wine distributor; Irish, French, Norwegian, and other foreign real estate owners; an Italian public relations firm, an Italian clothing manufacturer, and other foreign businesses, regarding creation of tax-beneficial structures and application of U.S. income tax treaty provisions to achieve tax advantages;
• Irish investors and their Irish tax advisors, helping them maximize U.S. and Irish tax benefits arising from the ownership of U.S. condominium units;
• domestic and foreign fund managers, in connection with initial structuring and other matters related to funds engaged in factoring receivables and trading foreign currencies, energy futures, biotechnology investments, and other commodities and equities;
• foreign-owned real estate investment trusts (REITs), in connection with lobbying efforts.
• several investor groups, in connection with their participation in a structure that provided them with new markets tax credits and New Jersey Urban Transit Hub Tax Credits arising from several related projects;
• an urban renewal company and other tax-exempt organizations, obtaining IRS approval of changes in and expansions of their tax-exempt activities; and
• several groups of European investors, and their advisors, in minimizing tax costs and minimizing or avoiding the impact of FIRPTA in connection with U.S. properties.

Attorneys in the Tax Practice Group work closely with colleagues in the Firm's other Practice Groups, including Corporate & Securities; Financial Transactions; Public Finance & Not-For-Profit; Real Estate; Private Client Services, Estates & Trusts; and Probate Litigation providing clients with comprehensive representation.