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Represented a leading industrial packaged gas company in the sale of its business through a bid auction process. Our representation involved drafting the shareholder proxy materials (including tax disclosure). The transaction was structured as a taxable reverse triangular merger. |
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Analyzed the tax impact of Chapter 11 proceedings on a multinational publicly-held manufacturing corporation, particularly with respect to its cancellation of indebtedness income and tax attribute reduction. * |
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Advised a U.S. manufacturer of electrical switches and connectors on the federal and state tax benefits and consequences of establishing a "Maquiladora" structure for its manufacturing operations in Mexico. * |
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Analyzed the tax exposure of a client's web-based social marketplace in multiple foreign jurisdictions into which the client's operations extended. * |
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Counseled a global data warehouse appliance leader on the feasibility of undertaking pre-merger corporate restructuring steps to minimize its worldwide effective tax rate. * |
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Advised foreign businesses on establishing U.S. operations, including entity formation and qualifications, BE-13 filings, employee outsourcing and leasing arrangements, benefit, option and ERISA issues, tax strategies, import/export issues, and review of manufacturing, distributor and licensing agreements. |
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Represented a Singapore-based software developer in connection with U.S. federal income tax matters involving U.S.-based internet and distribution activities. |
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Provided tax representation for numerous businesses operating as S-corporations, including advice regarding compliance with the single class of stock requirement; implications of restricted stock, convertible debt, and put/call arrangements; and calculation of built-in gain as well as advice regarding the federal and state tax implications of stock sales with section 338(h)(10) deemed asset sale elections. |
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Assisted clients in achieving deferral of gain in like-kind exchanges. |
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Structured a combined sale of C corporation assets and intangible assets held by shareholders to achieve tax efficiencies under the Tax Court's Martin Ice Cream decision. |
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Advised seller of the stock of a foreign affiliate regarding the implications of a section 338(g) election. |
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Analyzed and advised client contemplating S corporation regarding the second class of stock implications resulting from restricted stock arrangements |
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Represented an investment advisor’s cross-border sale of its broker dealer business to a French bank, which was structured as a tax-free stock-for-stock exchange under section 368(a)(1)(B).* |
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Represented a multinational manufacturer and distributor of perfumes and beauty products in connection with U.S. federal income tax planning involving European operations.* |
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Represented a Canadian paper products company in connection with acquisition of operating assets in the United States, involving attention to the earning stripping rules and the Canada U.S. income tax treaty. |
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Represented a Boston-based private equity firm in all of its merger and acquisitions activity and post-acquisition restructurings of its portfolio companies. |
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Represented a real estate hedge fund in connection with its formation, private offering, and acquisition of real estate properties, which included preparation of offering memorandum (including tax disclosure) and operating agreements for the limited liability companies involving complicated capital structure and distribution provisions. |
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Represented a large privately held electrical supply distribution business in its sale to a private equity-sponsored buyer. The representation involved resolution of complicated 280G considerations and "applicable high-yield debt obligation" concerns with respect to debt financing. |
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Mediated alternative dispute resolution in U.S. Tax Court matters. more details |
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Structured like-kind exchanges. more details |
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Represented a significant closely-held corporation before the Internal Revenue Service (IRS) where the issues included reasonable compensation, accumulated earnings tax, and supplemental retirement agreements. more details |
