Practice Areas: Business Tax

Business Acquisitions, Reorganizations & Divestitures

We provide innovative business and legal tax solutions to our clients, with a focus on minimizing tax costs and maximizing financial return on acquisitions, reorganizations and divestitures. As part of our overall tax services, we assist public and privately held clients to plan, negotiate, and implement strategies for the sale, acquisition, or reorganization of business enterprises. Activities include:

• 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 carryforwards; and
• Issuing tax opinions and obtaining rulings from the Internal Revenue Service.

In helping make the business goals of our clients a reality, we provide advice on myriad other tax-related matters, including liquidations, stock redemptions, joint ventures, and recapitalizations. Further, 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.

In addition, we advise privately held business owners on matters relating to the tax-efficient ownership and operation of their business enterprise. Examples include succession planning and the qualification for tax-preferred treatment as limited liability companies (LLCs), S corporations, and partnerships.