Tax

Overview

Our Tax Group advises businesses ranging from multinationals to startups, as well as high-net-worth individuals and first-time entrepreneurs. We counsel our clients on a wide variety of international and domestic income tax issues. Much of our work is centered around helping our clients minimize the tax burden on business transactions.

 

Representative Matters

  • Structured a like exchange of several pieces of real estate owned by a partnership to allow a family to split up its property without paying income taxes.   
  • Successfully represented an individual working in New York City before the New York State Division of Tax Appeals in establishing that he was not a New York City resident, resulting in a savings in taxes and interest of over $1,000,000.
  • Structured the tax provisions of an operating agreement for a nursing home operator that allowed the operator to receive a significant interest in the property without paying current taxes.
  • Designed a Phantom Stock Plan for a key employee of a construction company, allowing the employee to get a significant upside if the value of the company increased, while allowing the owner to maintain 100 percent legal ownership.

International Transactions

Overview

Our Tax Group has extensive experience in structuring tax-efficient structures for non-U.S. companies expanding into the United States and U.S. companies operating globally.

We have a deep track record in analyzing U.S. income tax treaties and in structuring a company’s operations to maximize treaty benefits and achieve reduced withholding and branch profit taxes. Our experience includes helping companies contend with the impact of the Controlled Foreign Corporation and the Passive Foreign Investment Company rules.

Representative Matters

  • Assistance to U.S. citizens with probate issues, including obtaining inheritances in Switzerland, Italy, and France.
  • Representation of Swiss citizens with U.S. tax issues, including non-declared accounts.
  • Advice on cross-border trust and estate planning for dual U.S. and Swiss citizens.
  • Advice for non-U.S. persons with respect to U.S. tax issues, including gift tax issues.
  • Advice to expatriates regarding U.S. tax issues, including tax return filing, foreign bank account reporting, and other U.S. tax compliance issues.
  • Assistance to U.S. citizens with Swiss accounts seeking assistance with IRS Voluntary Disclosure Programs.

Mergers, Acquisitions and Reorganization

Overview

Our tax lawyers work closely with our corporate lawyers to determine the optimal tax structures for buying, selling and/or restructuring a business. We provide thorough analyses on whether a transaction should be structured as an asset transaction, a stock transaction, or a tax-free reorganization.

 

Representative Matters

  • Represented a mid-size accounting firm in acquiring other accounting practices.
  • Represented owners of family businesses in either buying out or selling to their sibling partners in both friendly and acrimonious circumstances.

Real Estate Taxation

Overview

A significant aspect of our tax work is analyzing the tax consequences of buying and selling all types of real estate from Class A office buildings to industrial parks. Our firm’s tax lawyers have structured numerous like-kind exchange transactions. These exchanges have been critical to property investors during the economic crisis because they allowed our clients to defer taxes and have more cash on hand for reinvestment. We also have experience analyzing the tax consequences of leases from both the tenant and landlord perspectives. A frequent focus of our work is helping clients with the numerous tax issues that arise in real estate partnerships.

Representative Matters

  • Represented a real estate entrepreneur involved in numerous New York City and New York State development projects in connection with entering into an agreement with the equity investor under which the client would receive interest in the property not subject to current taxation, be a co-investor, and manage the real property.

State and Local Taxation

Overview

Our Tax Group has vast experience in all aspects of New York City and New York State taxes, including state and city real property transfer tax and residency issues. We have appeared before both the city and the state tax appeals tribunals.

We are recognized for having achieved very favorable results in an often-cited residency case and New York City real property transfer tax case. The outcome in both of these cases was very taxpayer-friendly. The residence case helped define a “permanent place of abode,” which is a key component of determining New York residency. The real property transfer tax case made clear that non-contiguous apartments can, in the proper circumstances, be taxed as a single residence for purposes of the real property transfer tax rules, which results in the application of lower tax rates.

Representative Matters

  • Structured a like-kind exchange of several pieces of real estate owned by a partnership to allow a family to divide their property without paying income taxes. Paying taxes would have made the settlement of this matter much more difficult for the family members.
  • Structured the first-time U.S. operations of an Italian clothing manufacturer and retailer.
  • Successfully represented a person who works in New York City before the New York State Division of Tax Appeals in establishing he was not a New York City resident. This resulted in a savings in taxes and interest of over $1,000,000.
  • Structured the tax provisions of an operating agreement for a nursing home operator that allowed him to receive a significant interest in the property without paying current taxes.
  • Designed a Phantom Stock Plan for a key employee of a construction company. This allowed the employee to benefit significantly if the value of the company increased, while allowing the owner to maintain 100 percent legal ownership.

Structuring New Businesses

Overview

We help clients find the most tax-efficient structure to operate their businesses. This includes determining the right business structure, such as a Subchapter C or S corporation, limited liability company, or limited partnership. We help our clients build compensation and incentive systems that balance company interests and employee desires.

This frequently includes helping our clients navigate the complex deferred compensation rules. We have experience in drafting and structuring complex allocation and distribution provisions for operating agreements and partnership agreements. We also advise clients on all partnership-related income tax issues.

Representative Matters

  • Structured the initial U.S. operations of an Italian clothing manufacturer and retailer.