Corporate and Partnership Taxation

In the course of our practice, members of our Tax Section are integrally involved with income tax planning on behalf of all types of business entities, whether they are S or C corporations, partnerships or limited liability companies, foreign or domestic, publicly or privately held. We assist in determining the type of entity which would be most effective in achieving the proposed business goals (from the owner’s perspective and with a view to the future plans of the entity) including the possibility of raising capital or engaging in an initial public offering. We work with clients (and, frequently, the client’s accountant) to periodically review whether the operation of the business and the various transactions in which the business is involved (whether it be the admission of new owners, the redemption of old owners or distributions to the owners) is being handled in the most tax efficient way possible. We also provide advice on the most significant events in the life of a business, such as mergers, sales of the business or dissolution, in an attempt to minimize and/or defer any income tax resulting from the transaction.

Examples of the types of transactions in which we have provided advice are as follows:

• Tax-free mergers and other reorganizations between publicly held companies and between publicly held companies and privately held companies, as well as similar transactions between tax-exempt entities
• Sales of all the stock or all the assets of a businesses, including C Corporations, S Corporations, partnerships and limited liability companies
• Various transactions to raise capital and bring in new owners to a business
• Conversions of corporations from C Corporations to S Corporations
• Debt restructurings with respect to various types of entities, both in Bankruptcy Court and through informal out-of-court workouts
• An analysis of the income tax consequences of a redemption of a corporation’s stock
• Tax-deferred corporate spin-offs, split-ups and split-offs
• Preparing and implementing stock option and other incentive plans for corporations, partnerships and limited liability companies
• The issuance of partnership and limited liability company interests in return for services
• The formation of family partnerships and family limited liability companies as a succession-planning tool and for estate planning purposes.