Tax

Guided a publicly traded energy company through tax-driven corporate restructuring.

Restructured family business corporations, LLCs and other enterprises for better income tax efficiency, succession planning, and gift and estate tax planning, including obtaining private letter rulings on preservation of S corporation status.

Converted multiple C corporations to limited liability companies to be taxed as S corporations for federal purposes free of state franchise tax.

Advised on nonqualified deferred compensation issues including stock options, restricted stock, phantom stock, parachute payments, Section 409A and performance-based compensation not subject to the $1 million deduction limitation for public companies.

Handled tax issues on numerous acquisitions and sales, both taxable and tax-free, both corporate and partnership/LLC, including hospitals, medical centers, banks, securities firms, REITs, retail chains and tech companies.

Handled Offshore Voluntary Disclosure Process for accounts in Switzerland and a variety of other foreign jurisdictions.

Counseled a client regarding foreign bank account reporting (FBAR) compliance requirements and participation in the IRS voluntary disclosure initiative.

Represented a nonprofit health system in obtaining tax exempt status for seven integrated delivery system (IDS) medical foundations involving physician-controlled board governance structures, but with sufficient reserve powers in favor of the health system corporate member to maintain exempt status.

Handled IRS Appeals-level disputes (including mediation and Fast Track) on the following issues: mark-to-market and other accounting issues, tax effects of corporate restructures, collection issues and penalties for non-payment of payroll taxes by a municipality, values for estate tax purposes, offshore residency, and allocation of condemnation proceeds between ordinary income and capital gains items.

Advised a commercial and industrial service company and its sole owner on personal estate planning and business transition planning, including selecting the appropriate entities, creating operating agreements, handling the acquisition of a service company, preparing personal planning documents and consideration of transition plans including an ESOP, potential sale to an outside entity and sales of business interests to family members.

Advised four-generation family-owned manufacturing business (annual sales of approximately $30 million) with business succession planning.

Prepared numerous limited liability companies and trusts to transition the operation and transfer the ownership of real estate, active businesses, oil and gas interests, and other assets to accomplish orderly and tax-efficient transfers to the next generation of managers and family members.

Advised business owners with sale of their businesses with transaction values of approximately $2 million to $15 million.

Advised on the preservation of corporate net operating losses, including the adoption of NOL protection plans.

Represented client's interest in the acquisition of a retail food service franchisee.

Represented the owners of a large-scale manufacturer in the sale of their stock to a publicly traded company for approximately $400 million, as part of which a §338(h)(10) election (an election to treat the transaction as an asset sale for tax purposes) was made.

Litigation of property tax valuation disputes, sales and use tax disputes, and state income tax disputes.

Represented an executrix in litigation concerning the validity of testamentary trusts and dispositions.