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Tax
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Tax Contact
Ian Shane
T. 212.730.7700
Overview
Representative Matters
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M&R’s tax practice is global in scope. Indeed, we work with domestic and foreign companies and individuals to structure their businesses in the most tax-efficient ways. Toward that end, our tax lawyers provide sophisticated guidance that contemplates all phases of our clients’ business operations – advice and counsel that’s informed by our in-depth understanding of local, state, federal and international tax law, as well as the intricacies of the Tax Cuts and Jobs Act enacted at the end of December 2017, which considerably altered the business tax landscape.

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) can’t 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 deals.

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 same end.

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Areas Of Expertise

  • Anti-Avoidance Advice

    The firm regularly advises our clients concerning the application of ever-changing anti-avoidance measures and the many complex sections of the Internal Revenue Code that regulate this area of tax law.

  • Corporate Succession Planning

    We assist closely held corporations and their shareholders in crafting strategic succession plans that minimize tax liability in the event of share transfers that occur through operation of law.

  • Corporate Tax Planning

    Our tax practitioners work closely with M&R’s corporate and securities lawyers to plan and negotiate taxable and tax-free acquisitions, mergers, restructurings, dispositions, spin-offs and joint ventures.

  • Executive Compensation Planning

    The firm’s tax and employment lawyers collaborate to structure comprehensive compensation and deferred compensation agreements.

  • International Tax Structuring

    M&R boasts 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 our nuanced understanding of applicable tax law to ensure an optimal return on investment.

  • Like-Kind Exchanges

    We structure tax-deferred, like-kind exchanges under Section 1031 of the Internal Revenue Code (both simultaneous and deferred property exchanges).

  • Tax Aspects of Partnerships and LLC’s

    We provide advice on all aspects of partnership and limited liability company (LLC) taxation, including tired partnerships and series LLCs.

  • Tax Controversy

    Our tax and white-collar defense teams work in concert to represent foreign and domestic clients in tax audits and investigations. In doing so, they negotiate with auditors and appellate officers to minimize tax liabilities. Likewise, the firm handles associated 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

    The firm counsels clients with respect to corporate spin offs – either by stock distributions or stock exchanges to shareholders – to ensure that capital gains taxes on divestitures are not incurred by parent companies.

Anti-Avoidance Advice: Assisted an established domestic company in structuring a new outsourcing operation in Asia, including advice on controlled foreign company issues, economic substance requirements, transfer pricing matters and the repatriation of profits back to the U.S.

Asset Sales and Purchases:  Structured the tax elements of the sale and purchase of music-related intellectual property assets.

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 taxation issues.

International Tax Structuring: Assisted a major apparel retailer in the Northeast in opening its first store outside of the U.S. (Amsterdam). Performed all 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, as well as equipment and a workforce to produce clothes for the new European venture. Coordinated the Dutch, Mexican and U.S. components of the project and advised on international taxation issues.

International Tax Structuring: Created a tax structuring for the New York subsidiary of a London-based broker/dealer business that involved a corporate blocker and an operating LLC, so that profit participation could be offered to U.S. employees. Also advised on all federal, state and city taxation issues.

Litigation Settlement: Advised 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 that involved Section 338(h)(10) elections to treat them as asset acquisitions for federal income tax purposes.

Representation Before IRS: Advised several individual clients regarding the IRS’s Offshore Voluntary Disclosure Program and related disclosures of offshore financial accounts.

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 a tax-free spin-off of its ambulance subsidiary to its shareholder as part of a corporate restructuring, and golden parachute payments which arose as part of the restructuring.

 

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