dcsimg Transactional Tax

Transactional Tax

Businesses are as diverse and dynamic as individuals. New enterprises are launched every day, and companies are in a constant state of growth and evolution. While most business transactions evoke a host of legal issues, few concerns are as pervasive as those surrounding federal, state and local taxation. The tax implications of day-to-day and strategic decisions alike can have a major impact on a company's short- and long-term prospects.

The tax lawyers of McGuireWoods LLP provide comprehensive legal advice to domestic corporations, joint ventures, partnerships, investment groups and other enterprises, as well as to foreign entities and individuals seeking to do business in the United States. We deliver effective counsel at every stage of a company's development, including the following areas:

  • Business acquisitions, reorganizations, spin-offs and divestitures
  • Partnerships, limited liability companies and joint ventures
  • S corporations
  • Capital markets transactions

Business Acquisitions, Reorganizations, Spin-Offs and Divestitures

Our transactional tax lawyers develop and deliver innovative business and legal solutions to public and privately held clients, with a focus on minimizing tax costs and maximizing financial return on acquisitions, reorganizations and divestitures. We regularly provide legal counsel in the following areas:

  • Structuring business acquisitions, tender offers and share exchanges
  • Optimizing tax-free transactions, including triangular mergers, reorganizations and multiple-step acquisitions
  • Evaluating divestiture strategies, including stock transfers and tax-free spin-offs
  • Identifying tax-advantaged elections, including those resulting in tax basis increases
  • Assessing benefits of tax attributes, including net operating and capital loss carry-forwards
  • Issuing tax opinions and obtaining rulings from the Internal Revenue Service (IRS)

To help make our clients' business goals a reality, we provide advice on myriad tax-related matters, including liquidations, stock redemptions, joint ventures and recapitalizations. To further assist clients in financing new initiatives or planned growth, we identify strategies for the issuance of warrants, options, and debt and equity securities, and develop creative proposals for venture capital and private equity financing.

Partnerships, Limited Liability Companies and Joint Ventures

We advise owners of privately held businesses on matters relating to the tax-efficient ownership and operation of their enterprises. This often involves the use of limited liability companies (LLCs), partnerships and other joint ventures. These entities often are used in structuring asset acquisitions and divestitures, sales and redemptions of ownership interests, allocations of debt and preservation of tax basis, special allocations, preferred returns, property contributions, asset distributions, and capital account analysis.

Our business tax lawyers have significant experience in the formation and operation of venture capital funds, and provide counsel on related issues such as securities compliance, finance and intellectual property. We also develop capital structures for e-commerce and other emerging market companies that provide appropriate incentives for key employees and investors, including preferred returns, carried interests, and special profit and loss allocations.

We provide advice on the tax consequences of forming and syndicating partnerships, REITs, REMICs and other entities designed to hold real estate, stocks, securities and other business assets. Our lawyers regularly assist in preparing required partnership agreements, offering memoranda, tax opinion letters, and other documents. In addition, we develop strategies for the tax-efficient utilization of LLCs and partnerships in asset securitizations, equipment leasing, real estate exchanges, low-income housing, rehabilitation and historic tax credit investments, and structured finance transactions.

S Corporations

We represent clients on the full spectrum of tax issues relevant to S corporations and their owners, including formations, operations, acquisitions, dispositions and reorganizations, as well as issues involving eligible shareholders, shareholder/employee compensation, shareholder loans, redemptions, shareholder agreements and succession planning.

We advise clients before the IRS in matters such as obtaining private letter rulings, and regularly issue opinion letters with respect to transactions and issues involving S corporations, including issues involving inadvertent S election terminations and “F” reorganizations of S corporations.

Our tax lawyers speak frequently on tax issues relating to S corporations, and the chair of McGuireWoods' Business Tax Group, Thomas P. Rohman, co-authored a two-volume treatise on S corporations entitled S Corporations: Federal Taxation, published by West/Thomson Reuters.

Capital Markets Transactions

Our lawyers advise both U.S. and non-U.S. issuers, arrangers, lenders and other providers with respect to the tax consequences of U.S. and international offerings of debt and equity securities. We counsel clients on investment grade, leveraged and cross-over transactions, including include public and private offerings of high-yield debt, common stock, preferred stock and hybrid securities, and in the issuance of asset-backed securities, including REMICs, REITs and real estate securitization investments.

Working closely with McGuireWoods’ commercial lending, project finance, structured finance, real estate development and finance, restructuring and insolvency, business tax and labor & employment groups, we provide comprehensive guidance on other major transactions such as financings, recapitalizations, restructurings, exchange offers, workouts, and financing of general working capital requirements.

CONTACTS

Craig D. Bell Partner T: +1 804 775 1179
Thomas P. Rohman Partner T: +1 804 775 1032
Results 1-20 of 24
Show All

RESULTS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH CASE. PRIOR RESULTS DO NOT GUARANTEE OR PREDICT A SIMILAR OUTCOME.

Representative Matter

Venture capital investor

Represented a venture capital investor in connection with a $20 million Series B venture financing in a company that owns and operates a new digital out of home television network for the McDonald's chain.
Representative Matter

Public holding company

Represented a public holding company in the $180 million sale of its subsidiary, a manufacturer and distributor of industrial sewing thread, technical textiles and consumer products, to a private equity firm.
Representative Matter

Private equity fund

Representation of a private equity fund in a recapitalization of a designer and manufacturer of custom precision optics and optical assemblies for an undisclosed amount.
Representative Matter

Oil & gas industry supplier

Represented the world’s leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide in its $25 million investment in a cathodic atmospheric plasma company, which represented a 20% stake together with a prepayment for a supply agreement.
Representative Matter

Leading producer of films for thermoform packaging

Representation of one of the world's leading producers of films for pharmaceutical, medical device, food, electronics, and general-purpose thermoform packaging in a stock acquisition of a company that manufactures overlay film converting and adhesive coating for the card industry.
Representative Matter

Provider of e-learning performance support

Represented a leading provider of e-learning performance support solutions in connection with a $5.5 million investment by a venture capital firm.
Representative Matter

Publicly-traded manufacturer of high-speed interconnect solutions

Represented a publicly-traded manufacturer of high-speed interconnect solutions in its asset acquisition of a silicon photonics-based technology manufacturer.
Representative Matter

Portfolio company

Representation of a portfolio company/private equity firm in the closing of a $77 million credit facility to fund a $52 million dividend to the company's shareholders. The transaction involved a cashless option exercise by the company's employee-option holders.
Representative Matter

Regional agricultural cooperative

Advised a regional agricultural cooperative through a two-part transaction in which our client purchased a 10 percent share in a grain management company for $10.5 million.
Representative Matter

Private equity firm

Represented a private equity firm that manages over $1 billion of capital  in an asset purchase between an entity created by the PE firm and a Wisconsin-based lighting company.  The newly formed entity provides boxed-in/boxed-out lighting products and other related items through catalog and online sales.
Representative Matter

Leading pork producer and processor

Assisted a client in structuring a $60 million acquisition of a partial interest in a foreign corporation.
Representative Matter

Multi-channel speciality retailer

Representation of a client in connection with the issuance of tracking stock and assisted client in its spin-off of the operating subsidiary under Section 355. The engagement included drafting and review of offering documents and related securities filings, structuring certain terms, and rendering certain tax opinions.
Representative Matter

One of the largest producers and transporters of energy in the United States

Representation of the issuer in connection with $375 million of Premium Income Equity Securities (PIES), and a second offering consisting of $300 million of Upper DECS Equity Income Securities.
Representative Matter

One of the largest producers and transporters of energy in the United States

Representation of a client in connection with the formation of a partnership and the subsequent acquisition of target assets, and structured $725 million of combined debt and equity capitalization, utilizing various trusts to secure obligations to creditors.
Representative Matter

One of the largest producers and transporters of energy in the United States

Representation of a client before the IRS in connection with an intra-group restructuring styled as an internal Section 355 spin-off.
Representative Matter

One of the largest producers and transporters of energy in the United States

Implemented a strategy to qualify a $700 million business alliance as tax-exempt use property eligible for rapid depreciation deductions.
Representative Matter

One of the largest producers and transporters of energy in the United States

Devised a creative structure for a proposed $650 million joint venture that benefits accelerated depreciation and other tax attributes, while utilizing the tax-exempt partner’s reduced cost of capital. This resulted from our team-oriented approach with tax, corporate and regulatory attorneys.
Representative Matter

One of the largest producers and transporters of energy in the United States

Representation of a client in connection with the acquisition of a $1.2 billion public company, including preparation of merger agreement, related acquisition documents, tax discussion in offering memoranda, and supporting tax opinions.
Representative Matter

Hospitality REIT

Representation of a client on a DownREIT transaction by which it acquired a portfolio of hotel properties in 10 states and also in issuing the latest registration statement by which it offered an additional $100 million in shares.
Representative Matter

International property and casualty insurance holding company

Representation of a corporate client in connection with the $730 million acquisition of a foreign corporation.
Results 1-20 of 24
Craig D Bell Craig D. Bell
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 1179
F: +1 804 698 2160
vCard
Douglas W Charnas Douglas W. Charnas
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1757
F: +1 202 828 2980
vCard
Robert A Kaplan Robert A. Kaplan
Senior Counsel
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1736
F: +1 202 828 3312
vCard
Steven J Keeler Steven J. Keeler
Partner
Court Square Building
310 Fourth Street, N.E.
Suite 300
Charlottesville, VA 22902-1288

1750 Tysons Boulevard
Suite 1800
Tysons Corner, VA 22102-4215

T: +1 434 977 2512
F: +1 434 980 2259
vCard

T:+1 703 712 5138
F: +1 434 980 2259

Durham McCormick Durham C. McCormick Jr.
Partner
JPMorgan Chase Tower
600 Travis Street
Suite 7500
Houston, TX 77002-2906

T: +1 713 353 6691
F: +1 832 214 9934
vCard
Robert G McElroy Robert G. McElroy
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 312 849 3692
F: +1 804 698 2112
vCard

T:+1 804 775 1067
F: +1 804 698 2112

E Graham McGoogan Jr. E Graham McGoogan Jr.
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2046
F: +1 704 444 8754
vCard
Charles E Roberts Charles E. Roberts
Senior Counsel
Promenade
1230 Peachtree Street, N.E.
Suite 2100
Atlanta, GA 30309-3534

T: +1 404 443 5711
F: +1 404 443 5769
vCard
Mike Rodgers Michael R. Rodgers
Associate
Not admitted in TX; Admitted to AZ Bar and U.S. Tax Court
JPMorgan Chase Tower
600 Travis Street
Suite 7500
Houston, TX 77002-2906

T: +1 713 353 6684
F: +1 832 214 9929
vCard
Tom Rohman Thomas P. Rohman
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

1750 Tysons Boulevard
Suite 1800
Tysons Corner, VA 22102-4215

T: +1 804 775 1032
F: +1 804 698 2154
vCard

T:+1 703 712 5339
F: +1 703 712 5050

French Slaughter French Slaughter
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1745
F: +1 202 828 3322
vCard
Thomas Taylor Thomas E. Taylor
Counsel
300 North Third Street
Suite 320
Wilmington, NC 28401-4099

T: +1 910 254 3819
F: +1 704 353 6178
vCard
Results 1-1 of 1
Speaking Engagement

58th Annual Tax Conference

November 7-9, 2012
Williamsburg, VA
Results 1-1 of 1