Mergers & Acquisitions

The bread-and-butter of our transactional tax practice is to advise on the purchase and sale of high-growth and middle-market companies. Our lawyers have helped close thousands of tax-efficient transactions.

  • Structuring, negotiating, and drafting transaction agreements

  • Tax-free transactions, including tax-free reorganizations, Section 351 transactions, spinoffs, and management rollovers

  • Use of special tax elections, such as Sections 338(h)(10), 336(e), 754, and 1045

  • Purchase and sale of S corporations, including 338(h)(10) and 336(e) elections and F reorganization/Q sub structures

  • Purchase and sale of LLCs and partnerships

  • Sale of qualified small business stock (QSBS)

  • Cross-border mergers & acquisitions

  • Complex earnout and deferred consideration structures

  • Transaction-based compensation, including transaction or sale bonuses and Section 280G golden parachute compliance

  • Management representation

  • Acqui-hires

  • Distressed company and Section 363 sales

  • Tax receivables agreements