M&R prides itself on an international tax practice that works with foreign and domestic companies as well as individuals to structure their businesses in the most tax-efficient ways. Indeed, the firm’s tax lawyers provide sophisticated tax advice and counsel to clients contemplating all phases of their business operations – guidance that is buoyed by our deep understanding of state, local and international tax compliance mandates.
Tax structuring and planning are of paramount importance to our clients, and the expense of overlooking tax issues in transactions (mergers and acquisitions and otherwise) cannot be understated. That being said, M&R provides its tax clients with seamless, multi-jurisdictional tax advice, either on a stand-alone basis or as an integral part of larger client transactions.
No doubt, the Tax Cuts and Jobs Act signed into law at the end of December 2017 considerably altered the business tax landscape. These changes to the law, together with its general complexity and the ever-changing area of tax anti-avoidance, require an up-to-the-minute tax fluency that ensures client success. M&R brings such an understanding of the topic to the table.
The firm’s tax lawyers regularly collaborate with colleagues in other practice areas, including corporate, real estate, intellectual property and employment, to provide our clients with practical solutions that address all their legal needs and business objectives. We also work with clients’ outside advisers toward that end.
Areas Of Expertise
- Anti-Avoidance Advice
We regularly advise our domestic clients concerning the application of the Internal Revenue Code’s many anti-avoidance sections.
- Corporate Succession Planning
We assist closely held corporations, and their shareholders, so as to craft strategic succession plans that minimize tax liability, when share transfers occur through operation of law, offering solutions such as buy-sell agreements.
- Corporate Tax Planning
We work closely with M&R’s Corporate and Securities lawyers in planning and negotiating taxable and tax-free acquisitions, mergers, restructurings, dispositions, spin-offs and joint ventures.
- Executive Compensation Planning
Working closely with M&R’s Labor & Employment attorneys, we structure compensation agreements and deferred compensation agreements.
- International Tax Structuring
Our tax attorneys have a particular expertise in structuring inbound deals for international clients seeking to do business in the U.S., as well as outbound deals for domestic clients interested in establishing businesses abroad. Each case requires a nuanced understanding of applicable tax law to ensure an optimal return on investment, which M&R brings to each transaction.
- Like-Kind Exchanges
We are skilled in structuring tax-deferred like-kind exchanges under IRC Section 1031, both simultaneous and deferred property exchanges.
- Tax Controversy
Working closely with M&R’s White Collar Defense team, we represent foreign and domestic clients in tax audits and investigations. While we are skilled in negotiating with auditors and appellate officers to minimize tax liabilities, we also assist with disputes in the U.S. Tax Court, the U.S. Court of Federal Claims, Federal District Courts and before administrative and state law agencies.
- Tax-Free Spin Off
We counsel clients with respect to corporate spin offs, either by stock distributions or a stock exchange to shareholders, to ensure the parent company does not incur capital gains tax on the divestiture.
Anti-Avoidance Advice: Assisted an established U.S. business in structuring a new outsourcing operation in Asia, including advice on controlled foreign company issues, economic substance requirements, transfer pricing matters and advice on repatriation of profits back to the U.S.
Asset Sales and Purchases: Structured the tax elements of the purchase and sale of intellectual property assets in the music industry.
Change of Control Tax Issues: Advised a U.S. corporation with substantial carry-forward NOL’s on potential “change of control” issues arising from the conversion of loans into equity and equity restructuring.
Inbound Investment Structuring: Represented a UK hospitality business in establishing a first-time operation in the U.S., including tax structuring and advice on federal, state and local tax issues.
International Tax Structuring: Assisted a major apparel retailer in the Northeast U.S. in opening its first store outside of the country (Amsterdam). Performed all of the international tax work for the client, working closely with Dutch tax advisers. Also helped form a Mexican subsidiary for the client’s Dutch holding company and acquired a garment production facility, equipment and workforce to produce the clothes for the new European venture. Coordinated the Dutch, Mexican and U.S. components of the project and advised on U.S. international tax issues.
International Tax Structuring: Structured the establishment of a New York subsidiary a London-based broker/dealer business. Effected a tax structuring involving a corporate blocker and an operating LLC so that profit participation could be offered to U.S. employees. Also advised the owners of the business on all federal, state and city tax issues relating to their new U.S. subsidiary.
Litigation Settlement: Provided advice to a New York-based private equity fund on the tax consequences of investing in litigation claims.
Mergers and Acquisitions: Handled tax structuring on “earn-out” provisions on behalf of a leading media business in its sale to a UK public company.
Mergers and Acquisitions: Represented a U.S. corporation in a number of stock acquisitions in which the client made Section 338(h)(10) elections to treat the stock acquisitions as asset acquisitions for federal income tax purposes.
Representation Before IRS: Advised a variety of individual clients regarding the disclosure of offshore financial accounts through the IRS’s Offshore Voluntary Disclosure Program and Streamlined Process.
Structuring Share Transfers: Provided tax advice and structured a buy/sell agreement for an S corporation, whereby the corporation purchased life insurance on its shareholders, the proceeds of which could be used to purchase a shareholder’s shares from his or her estate in the event of his or her passing.
Tax-Free Spin-Off: Advised a U.S. health care group on (1) a tax-free spin-off of its ambulance subsidiary to its shareholder as part of a corporate restructuring, and (2) golden parachute payments which arose as part of the restructuring.
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