Overview

Stinson's Business Taxation practice provides a full array of federal, state and local tax services to public and private companies, nonprofit organizations, investment funds and joint ventures.

Our attorneys represent businesses in mergers and divestitures, acquisitions, exchanges, joint ventures, leveraged buyouts, liquidations, restructurings, reorganizations, spin-offs, split-offs, recapitalizations, financings, debt structuring, public offerings, and capital markets transactions. Stinson's business tax attorneys have a variety of experience tailored to assess the best tax approach without exposing the client to unnecessary risk in audit, including experience practicing with the Internal Revenue Service (IRS) Chief Counsel's large business division.

We counsel on compliance with Subchapter C, as well as the complexities of consolidated group issues and intercompany transactions. Stinson business tax attorneys have the insight and knowledge needed to guide a client through the complexities of the corporate and consolidated group requirements and still meet business objectives. Our attorneys work extensively with C corporations as well as pass-through entities, including limited-liability companies (LLCs), partnerships and S corporations. We represent clients before the IRS, state and federal courts and administrative agencies.

We develop strategies and structures that enable clients to minimize tax costs while achieving practical results. We work closely with the firm’s corporate, financial services, mergers and acquisitions, and real estate attorneys in transactional matters and planning to provide clients with favorable tax outcomes.

Regarding tax controversies, we have successfully handled issues related to the active character of losses under the passive activity loss rules, asset valuation, built-in gain, intercompany debt, uniform capitalization, business valuation, reasonable compensation, character of income, reserves for bad debts, transferee liability, unreasonable accumulation of earnings and other assets, among many others.

Capabilities

  • Tax advice in mergers and divestitures, acquisitions, joint ventures, leveraged buyouts and related transactions
  • Tax planning in corporate structurings and restructurings, reorganizations and tax-motivated transactions, including spin-offs and split-offs
  • Tax-exempt financings and taxable financings, including original issue discount concepts
  • Pass-through entity planning, formation and preparation of related documentation for limited liability companies, limited liability partnerships, limited and general partnerships, joint ventures and S corporations
  • Planning for the formation and operation of new businesses, including consideration of the choice of entity
  • Real estate tax and transactional planning for real estate investment trusts (REITs), distressed real estate, like-kind exchanges, installment sales, and deferred like-kind exchanges
  • Securitization of assets under the Real Estate Mortgage Investment Conduit (REMIC) rules or pursuant to the grantor trust rules and under the Financial Asset Securitization Investment Trust (FASIT) rules
  • Advising on the formation and operation of Qualified Opportunity Zone Funds (QOFs)
  • Qualification for various business tax credits
  • Tax dispute work including representation of taxpayers before the U.S. Tax Court, state courts, and administrative levels of review within the Internal Revenue Service, state and local Departments of Revenue. Controversy work includes issues in income tax, sales and use tax, multistate apportionment, allocation vs. apportionment, property (ad valorem) tax, franchise, earnings  and privilege taxes
  • Executive compensation alternatives including incentive stock options, non-qualified stock options, rabbi trusts, restricted stock, stock appreciation rights, partnership equity and profits interests and other compensatory plans
  • Tax-exempt entity formation and planning relating to tax-exempt status under federal and state law, property tax exemptions, unrelated business income tax issues and other tax considerations
  • General income tax planning for individuals that includes planning for and with pension and profit-sharing plan distributions, variable annuities, life insurance, investments and other issues
  • Tax planning for litigation settlements and judgments including structured settlements

Team

Team

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