Many of our larger corporate clients regularly engage in complex transactions in which tax issues are of paramount importance. We have extensive experience with stock and asset acquisitions and dispositions, reorganizations, formal bankruptcies and informal workouts, liquidations, distributions and affiliated group transactions, as well as with issues relating to cancellation of indebtedness income and to the availability of loss carryovers and other business deductions and credits. We are frequently called upon to advise on the development of strategies for minimizing the incidence of federal taxation in connection with such transactions, as well as on the tax consequences of ongoing operations. Much of our work in this area consists of seeking solutions to novel problems or implementing new strategies in response to changing economic or legal considerations.

Please click on Representative Transactions to view corporate transactions in which we provided extensive tax advice in recent years.

 

We apply the same experience utilized in our analysis and planning of complex corporate tax transactions in our representation of individuals and medium-sized and small corporations and their owners. For these clients, we frequently provide planning advice on corporate formations, conversions of "C" corporations to "S" corporations, recapitalizations, stock transfers, spin-offs, reorganizations, liquidations and other transactions. We also negotiate and prepare buy-sell, merger and acquisition agreements. Our objective is to provide even the smallest corporation with the highest possible level of experienced counsel on corporate tax issues.

In addition to our planning work on behalf of corporate clients, we are nationally known for our corporate tax controversy and administrative practice. Our lawyers are regularly involved in dealing with revenue agents on audit, in preparing and submitting tax protests and refund claims and in negotiating with IRS appeals officers. We have prepared countless ruling requests and requests for technical advice in the course of our practice. We have also been actively involved, either on our own initiative, as a member of various professional groups or as the representative of clients or client coalitions, in participating in the preparation and promulgation of published revenue rulings, revenue procedures and regulations.