Tax

We provide assistance regarding general tax structuring and consult on the availability of net operating losses to an acquirer, issues specific to S corporations and LLCs, the application of (and exemption from) golden parachute rules, and the ubiquitous Code Section 409A’s deferred compensation rules. We also assist clients with forward and reverse subsidiary (triangular) mergers, tax-free reorganizations, Section 338(h)(10) elections, and other related matters. These often include negotiating the tax provisions of the definitive agreements, tax and legal due diligence for acquirers, and post-acquisition matters. More info

We believe that the acquisition process begins long before the term sheet stage. We seek to address legal and tax matters before they become due diligence issues that may result in distractions or revaluations. We routinely anticipate and address a potential target’s problems prior to engaging with an acquirer.

A large part of our practice focuses on negotiating and drafting LLC and partnership agreements. The tax sections of these agreements tend to be their most complex and economically significant provisions. Luckily, our strong tax background allows us to find the best solutions for our clients. We conduct a proprietary “capital account analysis” that anticipates the effects of allocations and tests the economic substance of special allocations.

Whether you’re an enterprise or startup, we can help you expand your business offshore in a timely manner. Many of our clients are active in world markets and may be characterized by U.S. management, European distribution, and Asian manufacturing. More info

Our tax team often provides guidance on federal and state taxation of transactions. This often includes planning and analysis of return positions, as well as representation of clients in connection with administrative hearings. In addition, we are licensed to appear before the U.S. Tax Court and U.S. District Court, Northern District of California, for litigated tax disputes. We regularly represent taxpayers not only before the IRS audit and appeals divisions, but also before the California State Board of Equalization, the Employment Development Division, and the Franchise Tax Board.

We’ll help you strategize and implement the best compensation plan for your business. This includes analysis and planning for ISOs, parachute payments under Code Section 280G, and deferred compensation payments under Code Section 409A. More info

The real estate industry is extremely tax-sensitive due to special tax incentives passed by Congress. There are also several limitations in place to restrict perceived abuses prevalent in passive investment structures. Through our “of counsel” network, we often team with seasoned real estate professionals to advise on tax and legal aspects of real estate deals. We have substantial experience in 1031 exchanges, and we’re an early entrant into advising on syndicated and private tenancy in common (TIC) transactions. More info