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.