Business Transactions

The bread-and-butter of transactional tax practice is structuring, negotiating, and drafting high-value business transactions to meet the client’s particular tax and business goals.

  • Mergers & Acquisitions: Representing buyers and sellers in stock and asset acquisitions, tax-deferred reorganizations, spinoffs, like-kind exchanges, and transactions to preserve net operating losses and other tax assets.
  • Fund Formation: Representing sponsors and investors in forming pooled investment vehicles, structuring carried interests and management fees, and accommodating tax-exempt and foreign investors with UBTI and ECI concerns.
  • Venture Capital Financing: Preferred stock rounds, convertible debt offerings, warrants, and recapitalizations.
  • Distressed Debt: Where the tax consequences of modifying or canceling debt can make or break the transaction.
  • Intellectual Property Transactions: Selling, licensing, syndicating rights, or restructuring the ownership of patents, copyrights, trademarks, and other intellectual property.
  • Litigation Settlements & Awards: What the court may giveth, the IRS taketh away.  We help minimize the tax consequences of paying or receiving litigation awards and settlements so the parties get the justice they worked for.
  • Important Business Entities: We know the taxation of all the entities important in modern business — C and S corporations, partnerships, LLCs, trusts, disregarded entities, and special purpose vehicles.