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“Any one may so arrange his affairs that his taxes shall be as low as possible; he is not bound to choose that pattern which will best pay the Treasury; there is not even a patriotic duty to increase one’s taxes.”
Helvering v. Gregory, 69 F.2d 809 (1934), aff’d, 293 U.S. 465 (1935)

 

Our tax planning practice draws upon our extensive tax controversy and business tax experience to devise and deliver the most creative, pragmatic and optimal solutions for our clients. Whether a transaction or operation is international, domestic, inbound, outbound, virtual or actual, our tax attorneys are ready to assist in formulating, drafting and negotiating the most efficient structures and transactions.
Our tax attorneys have extensive experience in advising, negotiating and opining on:

  • Choice of entity structures
  • Mergers & Acquisitions (M&A)
  • Reorganizations
  • Business expansions
  • Ownership restructurings
  • Consolidated returns
  • Exit strategies
  • Estate Planning
  • Optimal transaction matrix
  • e-commerce transactions
  • Goodwill planning
  • Intercompany arrangements
  • Due diligence
  • Portfolio interest
  • Controlled foreign corporations (CFC)
  • Transfer pricing
  • Tax treaties
  • Permanent establishments
  • Branch Profit tax
  • Hybrid entities
  • Joint ventures
  • Passive foreign investment companies (PFICs)

We pride ourselves on shrewdly counseling our clients about the tax implications and planning opportunities for all types of transactions with the primary goal of achieving optimal tax treatment consistent with business and personal objectives. Whether your transaction involves the establishment of a new enterprise, a business expansion, a complex cross border merger, or the controlled transfer of tangible or intangible assets, our attorneys have the experience and knowledge needed to analyze, structure, negotiate, document and consummate the transaction.

Please see below for a brief sample of the extensive services provided by our Tax Planning Practice.

Choice of Entity Structure

Dearson, Levi and Pantz has substantial experience in assisting our foreign and domestic clients to select the most appropriate and efficient entity structure with which to conduct their business. We advise our clients on entity structure selection from tax and business perspectives, with an eye toward limiting tax costs and preserving tax attributes.

Our counsel includes the tax implications surrounding the formation of limited liability companies (LLCs), partnerships, joint ventures, C corporations, S Corporations, consolidated returns, trusts, and “hybrid” entity structures. We also advise on the tax implications of various debt and equity capital structures, portfolio interest exception and other business financing alternatives. Our practice further counsels partners, shareholders, trustees and beneficiaries, and regularly negotiates and crafts agreements among and between owners, shareholders, key employees, and other parties.

Subsequent to formation and through the life-cycle of the organization, we provide general transactional and tax compliance advice, including in connection with actuations, expansions, treaty-based return positions and the tax impact of events occurring prior to implementation. We have significant experience in reviewing existing accounting methods used and, where necessary, in representing clients seeking Internal Revenue Service (IRS) consent to change to a more favorable method.

Reorganizations, Mergers, Acquisitions and Divestures

Every acquisition or sale transaction starts with two overarching structural questions that drive all subsequent analysis: 1. Will the transaction be an asset acquisition or a purchase of stock (or other equity interests) in the acquired target? 2. How much of the consideration will be in currently taxable forms and how much can be structured to achieve deferred taxation?

The potential buyer and seller generally give different initial answers to these questions, and those differences are likely to establish the first issues for negotiation between the parties. It is therefore key for tax counsel to establish at the onset not only what his or her client wants or needs to realize from the proposed transaction, but also to understand what the party on the other side needs to realize or is likely to be seeking.

At Dearson, Levi and Pantz our seasoned tax attorneys are well-versed in providing strategic, innovative tax consultation services for complicated business transactions. Our services include:

  • Analysis and structuring of business and investment transactions including taxable and tax-free domestic and international mergers and acquisitions, reorganizations, and divestures with the objective of minimizing risk and maximizing tax benefits;
  • Analysis and structuring of tax-free corporate subsidiary and business unit spin-offs and split-ups;
  • Tax due diligence services in relation to the acquisition of stock, assets and other types of ownership units;
  • Preparatory due diligence for clients on the sell side of a transaction enabling the seller to exam itself on the front end of a transaction and to develop the most tax efficient structure for the entity prior to sale;
  • Analysis, planning and structuring for the tax efficient transfer of personal goodwill; and
  • Drafting and negotiating tax provisions of the purchase, sale and related agreements.

Illustrative representations include:

  • Providing tax and structuring counsel in the sale of a privately held company to a private equity firm. A personal goodwill strategy was successfully designed and implemented which resulted in the savings of millions dollars.
  • Providing tax, structuring and due diligence counsel for the purchaser in the acquisition of a large S Corporation. The transaction was restructured to preserve tax attributes and to protect the client from tax liabilities related to pre-acquisition years.
  • Providing tax and due diligence counsel in the reverse merger of a large privately held company into a public company with a combined enterprise value of $1.8 Billion.
  • Providing tax and structuring counsel in the sale of a personal services partnership to a private equity firm. Phantom equity and anti-stuffing challenges were successfully resolved by employing innovative structuring techniques.
Tax Opinions and Private Letter Rulings

Sometimes the risk for potential challenge by the Internal Revenue Service (IRS) to the taxability of a proposed transaction, or to the strength of a tax position to be claimed on an income tax return, rises to the level of exposure or complexity so that either a tax opinion from competent legal counsel or a Private Letter Ruling (PLR) from the IRS is warranted prior to entering into the transaction.

When a legal tax opinion is sought, the highly respected and experienced tax attorneys at Dearson, Levi and Pantz will analyze your transaction in the context of all applicable legal and tax authorities, and ultimately will opine on the appropriate tax consequences steaming from the transaction. Our tax attorneys possess decades of experience in opining on the tax treatment of complex domestic and international business transactions, including spin offs, spin ups, other tax free reorganizations, financing arrangements, controlled foreign corporations (CFCs), transfer pricing, income tax treaty implications, and consolidated tax return positions.

When a Private Letter Ruling is sought or appropriate under the circumstances, our tax attorneys will work with you on the PLR request, communicate and deal with IRS counsel, and judiciously advance your position to obtain a favorable determination. We have been successful in obtaining numerous favorable PLRs for our clients, including a ruling on behalf of a large privately held company regarding the tax-free double spin-off of a second tier operating subsidiary to the parent company’s shareholders.

Transfer Pricing

Our transfer pricing practice is dedicated to solving complex transfer pricing issues, and is composed of highly experienced lawyers, international tax law and transfer pricing experts, as well as controversy experts.

Our Washington, DC, based practice and frequent contacts with IRS officials give us an exceptional ability to assist U.S. and foreign-based clients in obtaining Competent Authority relief and Advance Pricing Agreements (APAs). We also handle transfer pricing matters before the IRS, including during audits and examinations, at the Office of Appeals, and in Simultaneous Appeals/Competent Authority proceedings.

Our transfer pricing practice is regularly consulted to advise on matters such as structuring tax efficient intercompany transactions, establishing and implementing arm’s length prices and related arrangements, transferring of know-how and other intellectual property, preparing related party documents and contracts, preparing other contemporaneous documentation, obtaining expert economic analyses and economic reports, and structuring intercompany cost sharing arrangements.

Illustrative engagements include:

  • Managing an IRS examination of a publicly traded multinational manufacturing and distribution conglomerate involving both domestic and international tax issues (including transfer pricing). We resolved this case at the examination level with no adjustments to the taxpayer’s income as originally reported.
  • Successfully representing a multinational enterprise before the IRS Office of Appeals in connection with proposed transfer pricing adjustments worth millions of dollars.
  • Successfully representing a publicly traded MNE before the IRS Office of Appeals in connection with intellectual property and transfer pricing adjustments worth millions of dollars.
  • Securing a unilateral APA for a foreign-based financial institution in connection with controlled foreign exchange spot and foreign exchange forward contracts transactions.
  • Obtaining Competent Authority relief from double taxation for a U.S.-based semi-conductor corporation with respect to related party royalties received from sources outside the United States.
  • Structuring, documenting and implementing an intercompany transfer pricing program (including preparation of contemporaneous documentation) for a foreign-based multinational in connection with inbound controlled purchase and distribution transactions and the transfer of trademarks and other intangible assets.
  • Designing an intercompany transfer pricing program (including preparation of contemporaneous documentation) for a U.S. based tax exempt entity transacting with its wholly-owned for-profit subsidiary.