Taxation



Our Tax attorneys are dedicated to advising clients on all tax aspects of for-profit and not-for-profit entity formation, entity conversions, business transactions, corporate transactions (including mergers, consolidations, recapitalizations, and divisive reorganizations), joint ventures, REITs and other real estate investments, debt and equity financings and similar transactions, equity and non-equity compensation, audit representation, tax controversies and litigation, and mitigating and resolving noncompliance. Our clients include major multi-national corporations, banking institutions, tax-exempt investors, private equity and venture capital funds, closely held businesses, and licensed professionals (e.g., physicians, dentists, accountants, and attorneys). Further, our tax attorneys also advise our clients regularly on various operational issues, tax accounting and disclosure issues, and consolidated return issues.

Tax considerations regularly guide the form of contemplated transactions. Our goal is to provide advice that meets the business objectives and the needs of our clients. To that end, we work closely with our clients’ internal tax team, outside accountants, and other service partners to, among other things, minimize the impact of state, federal, and international taxes on our clients.

As leading tax counsel to a number of highly recognized clients, we have significant expertise in the following industries:

  • Construction
  • Health care
  • Hospitality
  • Life sciences
  • Pharmaceuticals
  • Professional practices
  • Real Estate development
  • Retail
  • Software and Intellectual Property
  • Trucking

 

Our People

Representative Services

  • Advising businesses on the tax aspects of equity and nonqualified deferred compensation plans and preparing documentation to implement such plans
  • Advising individuals and companies on the tax aspects of the issuance of limited liability company profits interests to service providers and reviewing and preparing related documents
  • Advising sellers on the tax aspects and risks of installment sales, earn-outs, and other issues applicable to deferred payment sales
  • Advising sellers and purchasers of businesses on tax representations, warranties, reporting, and indemnification provisions
  • Advising individuals with foreign investments on the tax aspects and reporting requirements applicable to such investments, including FBAR reporting, and assisting clients in mitigating penalties relating to any noncompliance with such requirements
  • Bankruptcy tax planning
  • Choice of entity determination
  • Gift, estate, and fiduciary tax return advice and preparation
  • Internal Revenue Service (IRS) matters
  • Qualified and non-qualified deferred compensation planning
  • Qualified and nonqualified retirement planning
  • Organization and operation of tax-exempt entities
  • Real estate tax planning
  • State civil taxpayer representation
  • Tax effects of buy-sell, redemption, and cross-purchase agreements
  • Transaction planning and structuring
  • Trust and estates tax compliance and planning

Representative Matters

  • Assisted clients with foreign bank accounts, securities accounts, passive foreign investment company investments, and controlled foreign corporation stock with reporting and compliance requirements under applicable IRS disclosure programs including the IRS Offshore Voluntary Disclosure Program and IRS Streamlined Domestic Offshore Procedures
  • Assisted clients on the tax aspects and documenting conversions of C corporations to S corporations and on conversions of partnerships to limited liability companies
  • Assisted clients on the tax aspects and use of single member limited liability companies and other disregarded entities
  • Advising investors and limited liability companies concerning the tax aspects of contributions, dispositions, priority returns, guaranteed payments, and distributive shares
  • Structured a complicated deferred like-kind exchange of personal property
  • Advised individual and corporate clients regarding domicile issues relating to state income and estate taxation
  • Determined the proper structure of a joint venture to manufacture products in India
  • Represented private employers before the IRS regarding delinquent annual filings
  • Structured the repurchase of stock owned by one family in two closely held corporations to settle a lawsuit between two family groups
  • Successfully negotiated on behalf of the sponsor of a disqualified plan an agreement with the IRS to limit the negative tax consequences to the employer/plan sponsor and the plan participants
  • Obtained favorable determination letters from the IRS for initial adoption of and amendments to retirement plans
  • Structured intra-family sale of assets using self-canceling installments notes, private annuities, and short-term installment notes
  • Counseled an Ohio domiciled employer regarding the legal responsibilities for tax withholdings and reporting as it relates to compensation paid to U.S. citizens working abroad and foreign nationals working in Ohio
  • Represented an owner of a manufacturing facility in a criminal tax proceeding in federal court
  • Represented pass-through entity in negotiations with the Ohio Department of Taxation regarding application of franchise and withholding taxes
  • Prepared federal and state estate, gift, generation-skipping transfer and income tax returns for individuals, entities, and fiduciary institutions
  • Advised a majority business owner regarding the use of a split-dollar arrangement to finance key-man insurance
  • Prepared alternative key-man compensation plans for a corporate client, including phantom stock agreements and SARs
  • Represented a private foundation in an Internal Revenue Service review of estimated tax deficiency
  • Provided advice regarding structuring limited liability company to permit favorable inter-family gifts
  • Structured tax-free "reverse merger" of engineering firms
  • Counseled a fiduciary client regarding preservation of S corporation status by electing ESBT status or reforming trust to meet qualified Subchapter S trust requirements
  • Counseled clients in use of like-kind exchanges in sale of laundry business
  • Established and advised religious school in its institution, structuring, and maintenance of "supporting organization"

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