Our tax practice is an integral part of our Business Law and Health Care practice. Representing domestic, foreign, individual and institutional taxpayers as well as tax-exempt organizations, we work with each client to provide advice that complies with applicable law while aiming to meet the client's business objectives.


We regularly assist clients to address tax issues inherent in conducting operations through partnerships, limited liability companies and other pass-through entities. We also advise clients on numerous joint ventures in a broad range of business contexts, including joint ventures between international companies, hospitals and healthcare systems, specialty industries and competitive but strategic partners, as well as start-up ventures among individuals.

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Tax structuring for clients involved in mergers and acquisitions is an important part of our tax practice. We have been involved in domestic and international transactions involving stock and asset acquisitions, business combinations, divestures, corporate restructuring (including tax-favored spin-offs and exchanges), and recapitalizations. Our attorneys typically are involved in all stages of the transaction, from the initial confidentiality agreements through closing. We also provide advice regarding the state and local income tax treatments of the transaction.

Click here for a list of recent M&A Transactions (PDF).

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Our tax practice includes representation of a number of tax-exempt organizations. We have worked extensively with these organizations on issues relating to exemption, intermediate sanctions, private investment, private foundation status and regulation, prohibited transactions, and unrelated business taxable income.

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We work closely with clients to establish venture capital and investment funds (including SBICs, hedge funds and other specialized investment funds), assisting with the tax issues involved with operating these entities on behalf of diverse owner groups and within the tax and regulatory structures unique to investment operations.

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Closely-held businesses and high-net-worth individuals often face very complex tax issues, particularly where the businesses and assets are located in several different jurisdictions and subject to varying tax structures and rates. We advise these businesses and individuals on general tax planning as well as business succession planning. We also assist in designing compensation arrangements (from both the company and executive perspectives) that have favorable tax treatment, and handle employment related tax issues.

Tax matters we have handled recently include:

	Establishing offshore investment funds and advising investment fund sponsors concerning optimal offshore and on-shore investment vehicle structures, including the tax consequences for U.S. and non-U.S. investors, tax treatment of the funds under US and non-U.S. tax regimes, and tax considerations relevant to fund investments.
	Advice regarding effect of bankruptcy on net operating loss limitations.
	Advice to offshore operating companies regarding controlled foreign corporation issues.
	National and international spin-offs.
	Restructurings involving several major state hospital groups. .
	Tax indemnity negotiations for equipment leasing transactions.
	Advising public and private companies with respect to stock option plans and other non-qualified employee plans.
	Structuring tax arrangements for real estate acquisitions and sales, including tax-free exchange planning.

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