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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.

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Areas Of Expertise

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 StructuringWe 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.

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