Michelman & Robinson, LLP (M&R), maintains an international Tax Practice that assists foreign and domestic companies and individuals to structure and operate their businesses in the most tax-efficient way. With a comprehensive command of state, local and international tax law compliance, we provide sophisticated tax advice to clients in all phases of their business life cycle.
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.
The following is a select sampling of our representative matters:
- Anti-Avoidance Advice: We 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 US.
- Change of Control Tax Issues: We provided advice to a U.S. corporation with substantial carried forward NOL’s on potential ‘change of control’ issues arising from the conversion of loans into equity and the restructuring of its equity.
- Inbound Investment Structuring: We represented a UK hospitality business in establishing an operation in the U.S. for the first time, including tax structuring and advice on federal, state and local tax issues.
- International Tax Structuring: We structured the establishment of a subsidiary in New York of a broker/dealer business based in London. We effected a tax structuring involving a corporate blocker and an operating LLC so that profit participation could be offered to U.S. employees. We also advised the owners of the business, who had not previously done business in the U.S., on all federal, state and city tax issues relating to their new U.S. subsidiary.
- International Tax Structuring: We successfully assisted our client, a major apparel retailer in the Northeast U.S., in opening its first store outside of the country (Amsterdam). We performed all of the U.S. international tax work for the client, working closely with Dutch tax advisers. At the same time, we helped the client form a Mexican subsidiary for the Dutch holding company and acquired a garment production facility, equipment and workforce to produce the clothes for the client’s new European venture. We coordinated the Dutch, Mexican and U.S. components of the project and advised on U.S. international tax issues.
- Litigation Settlement: We provided advice to a New York based private equity fund on the tax consequences of investing in litigation claims.
- Mergers and Acquisitions: We represented a U.S. subsidiary of a well-known Asian electronics company in a number of stock acquisitions in which the client made Section 338(h)(10) elections to treat the stock acquisition as an asset acquisition for federal income tax purposes.
- Representation Before IRS: We 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: We provided tax advice and structured a buy/sell agreement for an S corporation whereby a corporation purchases life insurance on its shareholders, and all shareholders and the corporation enter into a buy/sell agreement so, in the event of a shareholders’ death, the corporation can use the proceeds of the life insurance policy to purchase the deceased shareholder’s shares from his or her estate.
- Tax-Free Spin-Off: We advised a U.S. health care group on a tax free spin-off of its ambulance subsidiary to its shareholder as part of a corporate restructuring, and on golden parachute payments which arose as part of the restructuring.
- May 28, 2015
- May 22, 2015
- Becker's Hospital Review, August 30, 2016
- Tax Notes International, May 23, 2016
- Law360, October 22, 2015
- Tax Management International Journal, May 2009
- Tax Management International Journal, May 2008
- Tolley’s International Corporate Tax Planning, April 30, 2002
- 68 NYU Law Review 185 with Horowitz, et al, December 6, 1993
- Charitable Contributions or Gifts: A Contemporaneous Look Back to the Future57 UMKC Law Review 437, Spring 1989, Winter 1989
- Author, “A New Type of Estate Tax Free Vehicle: The S CorporationPractical Accountant 34 (with Karlinsky & Barcal), February 1987 , February 1987
- Tax Classification of Trusts: The Howard Case and Other Current Developments19 Loyola Los Angeles Law Review 803 (with Karlinsky), May 1986 , May 1986
- Certain Stock Purchases Treated as Asset Acquisitions: Section 338Prentice Hall Tax Ideas Monograph series, (Paragraph 25011), January 1986, January 1986
- Considerations in Allocating Residential Real Estate in a Three Trust Estate Plan59 J. Tax. 90; Warren Gorham & Lamont (with Barcal), August 1983, August 1983
- Brexit: The Knowns and The Known Unknowns August 15, 2016
- Transnational Taxation Network’s USA Tax ConferenceNew York, NY, May 2, 2016
- Foreign Activities of US Taxpayers, Foreign Lawyers Forum, Transfer Pricing, and US Activities of Foreigners and Tax TreatiesAmerican Bar Association (ABA) Business Law Section Annual MeetingChicago, IL, September 18, 2015
- Tax and Regulatory Consideration for REITSABS WestPhoenix, AZ, February 7, 2006
- International Wealth Tax AdvisorsNew York, NY, January 30, 2018