Taxes directly affect the bottom line of every business, and our tax lawyers are sensitive to the practical business implications of tax issues. In business transactions, tax controversies, rulings and legislative matters, we focus on our clients' objectives, applying our experience, creativity and positive working relationships with federal and state tax authorities.
Corporate Practice Group
As tax counsel to some of the largest and most successful corporations in our markets, Stoel Rives has extensive experience advising tax directors on the numerous tax issues facing publicly held corporations, including:
Mergers, Acquisitions and Reorganizations
- Consolidated groups: Planning for intragroup and deconsolidation transactions.
- Financing transactions: Public offerings of debt and equity, tax aspects of innovative financial instruments, leasing transactions and other corporate finance transactions.
- Executive compensation: Incentive and nonqualified stock options, stock bonuses, deferred compensation, section 162(m), golden parachute rules, and other limitations on deductibility.
- International operations: Maximizing foreign tax credits and minimizing overall tax rates, transfer pricing, and helping structure compensation of expatriate employees.
- State tax issues: Nexus, allocation and apportionment, unitary filing requirements, business and nonbusiness income, and other issues of multistate corporate groups.
Tax planning often is key to making a deal happen. We work closely with clients and our corporate lawyers in assisting with a wide array of corporate transactions, including:
State and Local Taxation
- Tax-free mergers and acquisitions: Structuring transactions as tax-free reorganizations; drafting and reviewing tax representations and warranties, covenants and indemnities; maximizing transaction-related deductions; and addressing the tax treatment of outstanding options and other equity incentive compensation.
- Spin-offs, liquidations and restructurings: Avoiding tax to corporations and shareholders; preserving net operating losses.
- Asset sales: Allocation of purchase price; amortization of intangibles; tax indemnification provisions; installment sales; sales and use tax and real estate transfer tax issues.
- Joint ventures: Forming, operating and terminating partnerships, limited liability companies and other forms of joint ventures.
- International expansions: Uses of joint ventures, branches or subsidiaries; foreign tax credit and controlled foreign corporation issues.
Our state and local tax lawyers are equally comfortable planning major transactions, answering auditor inquiries, litigating significant disputes or working to change the law. We are involved in current developments, have extensive contacts with taxing authorities and regularly speak and write on state and local tax topics.
- Incentives: State tax incentives can be key factors in business planning. We have experience with all major incentive programs, including income tax credits, production/severance tax credits and exemptions from property and sales taxes.
- Planning: We regularly structure transactions and business enterprises to minimize state and local taxes. Where practical, we can obtain advance rulings or other guidance from taxing authorities.
- Audits: We have extensive experience handling proposed assessments. We recommend proactive strategies to minimize clients' exposure to potential assessments.
- Appeals and litigation: Our lawyers have substantial experience in handling state and local tax disputes in administrative forums, as well as state trial and appellate courts. We have a solid track record handling high-stakes controversies in emerging issues of the law, as well as more common legal disputes. In all cases we focus on obtaining practical and economically sensible results.
- Legislation and rulemaking: We draft and advise on proposed legislation, serve on task forces and advise on proposed agency rules.
Energy Development Practice Group
We frequently advise clients regarding a wide variety of energy-related tax matters, including:
Tax Audits and Controversies
- Tax credits and tax incentives: Qualification for federal, state and local credits and other tax incentives for development or production of energy facilities, including wind, hydroelectric and biofuels, and for the exploration and production of oil and natural gas.
- Production and severance taxes: Strategies for tax minimization and compliance at the federal, state and local levels.
- Acquisition and sale transactions: Acquisitions and sales of energy projects, including tax aspects of project finance.
- Tax credit monetization: Monetization of tax credits through partnership and limited liability company allocation structures, sale-leasebacks and other arrangements.
Litigation Practice Group
We regularly represent taxpayers of all kinds, including multistate corporations, small businesses, tax-exempt organizations and other tax professionals, in the following types of tax controversies:
- Audits and criminal investigations: Our goal is to achieve the best result at the earliest possible stage.
- Federal and state administrative appeals: We provide a thorough development of the facts and law, a well-written protest, a persuasive oral presentation and a careful response to the concerns and arguments of the taxing authorities to maximize the likelihood of a favorable administrative resolution.
- Tax litigation: We have an established record of successful tax litigation of federal and state income, excise and property tax matters, both in tax deficiency and tax refund matters.
- Other tax-related litigation: We frequently provide expert testimony on tax issues involved in business and malpractice litigation.
We have years of experience advising businesses on tax choices that can be key to growth and prosperity, including:
Individuals and Families
- Choice of entity: Selecting the right structure for the enterprise, including S corporation, partnership, limited liability company, limited liability partnership or C corporation, and structuring tax-free contributions to capital.
- Raising capital: Structuring borrowings, venture capital and other private placements and public offerings.
- Compensating employees: Incentive stock options (ISOs), nonqualified stock options, restricted stock and other equity compensation plans, worker classification, and employment tax issues.
- Tax planning: Planning to avoid personal holding company and accumulated earnings taxes and to minimize state excise, sales and use, income, and property taxes.
- Real estate transactions: Structuring like-kind exchanges, sale-leasebacks, real estate investment trusts, donations of conservation easements and environmental settlements. Real Estate Law Practice Group
Private Client Practice Group
In collaboration with the Stoel Rives Private Client Group, we work closely with individuals and families to structure personal and business affairs for maximum tax advantage. Issues we address in this capacity include:
- Planning for liquidity and business succession: Buy-sell agreements and other business succession plans, including the use of insurance.
- Recapitalization: Restructuring investment and business entities for changing family circumstances and orderly wealth transfers.
- Sales of businesses: Structuring the form of transaction; developing tax representations, warranties and indemnities.
- Individual tax planning: State of residence issues; minimizing state taxation; planning for investment income and expenses; structuring compensation and insurance.
In collaboration with the Stoel Rives Health and Hospital Law Group and Wealth Management Group, we work with hospitals and a wide range of other nonprofit organizations, such as foundations and colleges, in dealing with the tax issues affecting them, including:
- Formation: Organizing the entity and obtaining income and property tax exemptions; structuring public-private partnerships.
- Key personnel: Structuring recruitment and employment agreements to avoid private inurement issues; employee classification.
- Planning to avoid problems: Avoiding or minimizing the effects of private foundation status; minimizing unrelated business income tax; helping with internal audits.
- Audits: Advocacy when federal or state taxing authorities question an exemption, assert unrelated business income tax liability or seek to impose private foundation penalties.