Business Services

Tax Law

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 goal is to provide advice that meets the business objectives and the needs of our clients.

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 Experience

  • 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"

What We Do

  • 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

Related Media & Events

  1. Alerts
    Corporate Transparency Act: New Reporting Rules for Dissolved and Merged Companies - Jul 12, 2024
    Supreme Court to Rule on Estate Tax Valuation of Stock Purchased with Corporate-Owned Life Insurance Proceeds - Feb 27, 2024
    IRS Issues Inflation Adjustments for 2024 - Nov 13, 2023
    Saving for College While Also Saving for…Retirement? - Oct 10, 2023
    Rising Inflation Affects Ceilings on Retirement Contributions, Transfer Tax Credits and Income Tax Brackets for 2023 - Oct 25, 2022
    IRS Extends Portability Election - Jul 28, 2022
    Limitations on School District Participation in Tax Valuation Disputes Will Be Law - Apr 22, 2022
    Ohio Votes to Legalize Sports Betting - Dec 10, 2021
    IRS Asks Major Crypto Exchange for Users’ Identities and Data - May 24, 2021
    IRS Announces that COVID-19 Related Personal Protective Equipment Qualifies as a Medical Expense – - Apr 5, 2021
    IRS Cracks Down: Reporting Crypto and NFTs on Your 2020 Taxes - Apr 2, 2021
    Congress Passes COVID-Related Tax Relief - Dec 31, 2020
    Legislation Repeals Three Health-Related Excise Taxes Imposed by the Affordable Care Act - Jun 5, 2020
    The SECURE Act Ends the Stretch IRA - Dec 27, 2019
    Now is the Time to Invest in Toledo - Oct 2, 2019
    Ohio Income Tax Changes Effective for Tax Year 2019 - Aug 26, 2019
    (Almost) Tax-Free Retirement - Aug 8, 2019
    Personal Goodwill and Loss Limitations Under §461(l) of the Tax Code are Likely to be Tested in Future Tax Appeals and Must be Considered in Structuring Business Sales - Aug 5, 2019
    Trusts, Beneficiaries, and the Application of State Income Tax - Jul 31, 2019
    Defending Against Ohio Tax Audits and Appealing Ohio Tax Assessments - Jun 27, 2019
    Proposed Tax Changes in Ohio Budget Bill - May 15, 2019
    US Treasury Issues Opportunity Zones Guidance - Apr 18, 2019
    Ohio Property Owners: Deadline for Appeal of Property Taxes is Fast Approaching - Mar 8, 2019
    IRS Proposed Section 199A Regulations would Limit use of "Crack and Pack" Planning - Sep 6, 2018
    Supreme Court Rules That States can Require Out-of-State Retailers to Collect Sales Tax Even if They Have no Physical Presence in the Taxing State - Jun 27, 2018
    Evaluating the Fitness of Your Estate Plan for 2018 in Light of the Tax Cuts and Jobs Act - Mar 8, 2018
    Potential New Tax Changes: The Tax Cuts and Jobs Act - Nov 3, 2017
    Hurricane Irma - Sep 27, 2017
    State Budget Wrap-Up: Extensive Public Policy and Funding Changes - What You Need to Know - Jul 3, 2017
    IRS Grants Extension of Time to Acquired Group to Elect to Deduct 70-Percent of Their Success-Based Advisor Fees - Jun 20, 2017
    White House Announces Tax Reform Proposals - Apr 28, 2017
    House Preparing to Vote on Repeal and Replace of Patient Protection and Affordable Care Act - Mar 23, 2017
    IRS Announces Proposed Partnership Audit Regulations Which Impact Limited Liability Companies and Partnerships - Feb 20, 2017
    Governor Kasich Releases $144 Billion State Budget Proposal - What You Need to Know - Jan 30, 2017
    Home Care Company Had Reasonable Basis for Treating Home Care Workers as Independent Contractors and Was Entitled to a Refund of Employment Taxes - Sep 23, 2016
    House Passes Small Business Healthcare Relief Act (HR 5447) - Jun 24, 2016
    Ohio Legislature Passes Over 30 Bills in 48 Hours - Jun 9, 2016
    Department of Labor Proposed Fiduciary Rule Revises and Updates the Regulation of Investment Advice to Plans and IRAs - Apr 21, 2015
    DOMA and U.S. v. Windsor - What Might it Mean to You? - Jul 11, 2013
    Final FATCA Regulations Issued in Fight Against Offshore Tax Evasion - Jan 29, 2013
    Federal Tax in 2013 and the American Taxpayer Relief Act - Jan 15, 2013
  2. Articles
    Opportunity Zone Program Informational Sheet - 2018
    Business Partnerships 2018 Edition - 2018 - Illinois Institute for Continuing Legal Education
    Business Partnerships 2018 Edition - 2018 - Illinois Institute for Continuing Legal Education (IICLE)
    Avoiding Probate and Protecting Assets - Nov 3, 2017 - Columbus Business First
    Gain Realized by Non-Resident Foreign Partner Upon the Sale of Its Interest in a U.S. Partnership is Not U.S.-Source Income Unless an Exception Applies - Aug 9, 2017
    IRS Eases Safe Harbor Conditions Under Which a Contract with a Hospital Will Not Result in Private Business Use of Tax-Exempt Bond-Financed Property - Sep 12, 2016
    Executive Compensation in the Tax-Exempt World: A Review of Applicable Tax Laws - Mar 10, 2015
    Top 12 Legal Tips - 2015 - LinkedIn Pulse
    The IC-DISC - Oct 7, 2013 - USLAW Magazine
    New Estate Planning Concerns in Light of Recent Tax Changes (co-author) - 2013 - Aspatore Books
    Portability Comes With a Catch - Nov 14, 2011
    Estate Planning for the Nontraditional Family: Toto, I've a Feeling We're Not in Kansas Anymore - September/October 2011 - Probate Law Journal of Ohio
    Grantor Retained Annuity Trusts: Heads You Win, Tails You Tie - Dec 1, 2010 - Crain's Cleveland Business News
    Tax Law Changes Create Planning Opportunities - May 1, 2009
    A Tax Break for Seniors - Changes to Ohio's Homestead Exemption - NULL - Properties Magazine
    Time to Think About Saving Tax Dollars - Fall 2005 - Today's Army. Posted with permission of The Salvation Army.
    For Better, For Worse, For Richer, For Poorer - Mar 22, 2004 - 37 Real Prop., Probate and Trust Journal 29 (2002)
  3. Podcasts
    Roetzel HealthLaw HotSpot: Employee Retention Tax Credit: Post Covid Updates for Healthcare Practices - Dec 21, 2023
    Roetzel HealthLaw HotSpot: End of Year Tax Planning: Tips for Healthcare Professionals and Practices - Dec 15, 2022
    Roetzel HealthLaw HotSpot: Employee Retention Tax Credit (ERTC): How Can Your Practice Benefit From Pandemic Losses? - Feb 17, 2022
    Roetzel HealthLaw HotSpot: R&D Tax Credit: What Healthcare Professionals Should Know - Feb 10, 2022
    Roetzel HealthLaw HotSpot: Upcoming Tax-Related Proposals for Health Care Professionals to Watch - Oct 21, 2021
    Roetzel Healthlaw Hotspot: How Private Equity Firms Structure Health Care Mergers and Tax Implications - Sep 2, 2021
    Roetzel HealthLaw HotSpot: Health Care Practices: Can They Seek Employee Retention Credits Based on Harm Caused By COVID-19? - Jun 10, 2021
  4. Firm News
    Roetzel Earns National and Regional Rankings in 2024 Best Law Firms® - Nov 2, 2023
    Roetzel & Andress Earns Recognition in 2024 Best Lawyers - Aug 17, 2023
    Roetzel Moves Chicago Office; Provides Enhanced Location and Client Service Offerings - Jun 12, 2023
    Roetzel & Andress Appoints Five Attorneys to Key Leadership Roles - May 9, 2023
    Roetzel Attorneys Recognized in 2023 Edition of The Best Lawyers in America® - Aug 18, 2022
    Roetzel & Andress Named to 2022 “Best Law Firms” List - Nov 4, 2021
    74 Roetzel Attorneys Named 2022 Best Lawyers in America®; 18 Recognized as Best Lawyers: Ones to Watch - Aug 19, 2021
    Attorney Nancy Franks-Straus Joins Roetzel & Andress in Chicago - Jun 1, 2021
    Seventy Roetzel Attorneys Named to 2021 The Best Lawyers in America© List; Ten Named “Lawyer of the Year” - Aug 20, 2020
    Erika Haupt Named Shareholder-in-Charge of Roetzel’s Columbus Office - May 29, 2020
    Donna Hartl Joins Roetzel as Shareholder in Chicago - May 18, 2020
    Roetzel & Andress Ranked Among Nation’s 2020 “Best Law Firms” by U.S. News — Best Lawyers® - Nov 1, 2019
    Roetzel Continues Growth in Cleveland with Addition of Robert Humphrey - Jul 15, 2019
    Roetzel Adds Seven Attorneys in Ohio and Florida - Apr 11, 2019
    Erika Haupt Featured in Buckeye Lifestyle Magazine - Apr 4, 2019
    Steven Cox Honored as 2018 Recipient of Dr. Frank L. Simonetti Distinguished Business Alumni Award - Apr 20, 2018
    Roetzel & Andress Ranked in 2018 "Best Law Firms" List - Nov 2, 2017
    Roetzel & Andress Ranked in 2017 "Best Law Firms" - Nov 1, 2016
    Roetzel's Chicago Office Announces Leading Tax Lawyers - Feb 22, 2016
    Roetzel & Andress Ranked in 2016 "Best Law Firms" - Nov 2, 2015
    Roetzel's Christopher Reuscher Named to Greater Akron Chamber's "30 for the Future" List for 2015 - Jun 25, 2015
    Roetzel & Andress Ranked in 2015 "Best Law Firms" - Nov 3, 2014
    Roetzel Ranked Among Best Law Firms by U.S. News & World Report - Nov 5, 2013