McDermott Will & Schulte, a global law firm

In today’s tax environment, there are no run-of-the-mill merger and acquisition transactions. From exploring a potential transaction, to obtaining IRS and regulatory approvals, to closing and post-closing transitions, we provide tailored guidance that helps minimize potential tax burdens and maximize the value of the deal.

In all merger and stock purchase transactions, buyers must be concerned about the tax history of the purchased entity and, in the case of an acquisition out of a consolidated group, the tax history of that consolidated group. Our lawyers regularly work with buyers in conducting tax due diligence with respect to a particular acquisition candidate. We help buyers analyze the target’s tax history and, where appropriate, secure additional representations, warranties and indemnities from the sellers.

In taxable asset sales (including many merger transactions), we help buyers formulate a purchase price allocation that results in the fastest write-off for tax purposes. We advise sellers on tools for maximizing the capital gain and minimizing the ordinary income that otherwise results from the transaction. In a taxable stock sale, we help buyers calculate the "tax cost" of purchasing stock, analyze the tax attributes of the purchased entity, and determine which form of entity represents the best vehicle for the acquisition.

We also work with buyers and sellers to ensure compliance with tax rules that apply to transactions that potentially qualify as tax-free under the US Internal Revenue Code, regularly seeking private letter rulings or issuing tax opinions to facilitate transactions. We draft tax representations and tax-sharing agreements, and structure tax-free spin-off and split-off transactions.

When multinational companies seek to form international joint ventures, we guide clients through the complex tax issues related to all stages of the international joint venture, including formation, operation and exit.

Mergers & acquisitions

We regularly advise on many of the largest public mergers and acquisitions along with intercompany restructurings involving Fortune 500 companies. We are frequently retained as special tax counsel to advise on transactions that are particularly tax sensitive or involve cutting-edge tax issues. We work closely with our corporate lawyers to help structure transactions in a manner that is most tax-efficient for all parties involved. Our team includes former IRS rulings officials whose backgrounds and insights have proven to be critical to procuring favorable, timely responses and private letter rulings from the IRS. We also represent clients before the US Department of Treasury with respect to legislative and regulatory matters, and have been instrumental in influencing pending legislative proposals and regulations projects.

Private equity

We advise private equity funds—and investors poised to deploy capital for investments and acquisition activities—on all aspects of US and cross-border taxation. We provide counsel at each stage of the private equity life cycle, from fund formation and management, to transaction and investments, optimizing fund and portfolio company operations, and exit planning. We also provide tailored US inbound services to international and offshore funds undertaking US fundraising, establishing US offices and making US investments. Our international team represents all types of investment funds, pooled investment vehicles, fund sponsors and fund investors, including LBO funds, hedge funds, private equity divisions of investment banks, venture capital funds, mezzanine funds, public permanent capital vehicles, public fund managers, fund-of-funds, general partners, fund managers, and US, international, tax-exempt and institutional investors.

Spin-offs & restructurings

Our corporate spin-off and restructurings tax practice is unsurpassed in depth of experience, sophistication and volume. We are engaged continuously in planning and implementing some of the largest and most complex corporate separation, reorganization and integration projects. Given the unusually wide range of tax issues that arise in such engagements, we work closely with experienced lawyers in many of the firm’s core practices, and help coordinate the work of top accounting firms, economists, valuation consultants and other third-party advisors. We counsel public and private US- and non-US-based corporations on tax-free and taxable spin-offs and structures, manage related tax processes to ensure proper sequencing of transaction steps, prepare legal opinions and SEC filings, and work with the IRS to obtain tax rulings.

When financial distress threatens business operations, decisive action is required. Our business restructuring lawyers help stabilize struggling companies and maximize stakeholder returns. We deliver clear, actionable guidance to turn complex insolvency challenges into opportunities for recovery and strategic growth – or acquisition.

For companies facing insolvency, our business restructuring lawyers guide you through the legal process to restructure liabilities and engineer effective rescue packages. By stabilizing your financial foundation, we help you preserve enterprise value and position your business for long-term profitability. Our deep industry experience spans multiple sectors, with a focus on healthcare.

Navigating cross-border insolvency requires seamless global counsel. We apply our deep knowledge of business restructuring law, including US Chapters 11 and 15, European Insolvency Regulation, and the UNCITRAL model law. Our international reach ensures we are well positioned to protect your assets and enforce your claims across multiple jurisdictions, minimizing disruption to your global operations.

Distressed markets also create unique opportunities for creditors and investors. Our business restructuring services help creditors achieve enhanced financial recoveries on their investments. For strategic buyers, we identify and execute the acquisition of troubled assets, driving immediate ROI and expanding your market share at favorable valuations.

Transactions can strengthen your business by helping you access capital, pursue growth opportunities, and enter new markets – but they also carry risks that can have lasting consequences. Our corporate and transactional lawyers structure transactions that drive growth while managing legal, regulatory, and commercial exposure.

Our lawyers collaborate across offices worldwide to provide coordinated counsel on domestic and cross-border transactions. Our corporate law practice guides you through commercial agreements, mergers and acquisitions, financings, restructurings, and governance matters designed to support your business strategy.

We also advise on sophisticated capital formation and investment structures, including capital raises, PIPE transactions, SPAC-related matters, and other strategic financing arrangements that provide flexible access to capital in evolving markets.

Beyond execution, our corporate and transactional lawyers address the challenges that shape long-term deal success, including:

• Post-merger integration and reorganizations
• Cross-border governance and operating structures
• Commercial contracts and change-of-control issues
• Intellectual property and asset organization
• Tax, treasury, and operational continuity planning
• Workforce and benefits integration
• Legacy liabilities and dispute exposure

Managing a large volume of transactions can quickly become resource intensive. Our technology-enabled transactional legal services team combines sophisticated AI review tools with experienced transactional lawyers to streamline due diligence, contract negotiation, and contract management – helping you scale quality and consistency across a high volume of matters.

From capital formation to post-closing integration, we help you navigate transactions strategically while managing the legal and operational issues that impact business performance. Our lawyers structure and execute deals that mitigate risk and support long-term growth.

At any time, your company could experience disruptions on a variety of levels. These disruptions could be internal to the company, such as a cross-border business expansion, an increasingly remote workforce, a re-shoring of your global supply chain or integration of a newly acquired business. They could also be external, such as federal and state regulatory changes, global tax and fiscal policy shifts, or the unexpected entrance of competitors into a well-established market segment.

It is critical to be prepared to respond to disruptive forces quickly. Your response may involve multiple corporate functions, from the back office to the sales team, from procurement to manufacturing to distribution, from hiring to human resources to operations. These responses may impact your corporate strategy, operating model, ownership of critical assets or global footprint.

To effectively address the challenges from such wide-ranging corporate transformation projects, you need both technical legal skill and market sophistication.

Working across practice groups, our multi-disciplinary Corporate Transformation Services team has the experience and capabilities to design—and implement—complex, mission-critical projects. Our market-leading practices in Tax, Transactions, Employment, Regulatory and Intellectual Property all support you throughout major corporate lifecycle events. Our team can collectively focus on helping you execute your big-picture plans while supporting your corporate objectives, optimizing opportunities and minimizing risks and disruptions. We can assist with matters including supply chain restructuring; IP ownership; benefit plans and payroll issues; labor and employment issues such as union negotiations, privacy and data- protection law applicability; cyber security assessments; IT systems harmonization and transition services agreements in highly regulated industries; and more.

On the tax side, our group is strategically located around the world and bolstered by a 40-country panel of carefully selected, top-ranked law firm tax professionals. Our team has working relationships with—and an understanding of—taxing authorities across key global markets.

Along with our strong understanding of your business imperatives, we keep a sharp eye on market trends to put you ahead of the curve. We have a track record of success working with clients in a variety of industries, such as life sciences, medical devices, technology and traditional manufacturing. Our team draws on that experience, including years working at highly regarded business advisory and accounting firms, to design detailed legal step plans that bring together all of your internal stakeholders, help you manage your projects and provide practical solutions for your most challenging problems.

You can turn to us for every aspect of a project, from feasibility analysis and legal due diligence to implementation and ongoing support. Our deep experience handling large-scale global corporate transformations includes business expansion, corporate reorganizations, post-acquisition integrations, spin-off restructurings, pre-merger restructurings, legal entity rationalization and pre-IPO restructurings.

Digital transformation

Our team has the necessary knowledge, skill and experience to help you achieve digital transformation and modernize every aspect of your operations. We align your business objectives with the legal and regulatory landscape as you adopt new technologies and transition away from offline work and traditional revenue models. Our deep understanding of the legal nuances, and of your business and industry, allows us to pinpoint risks and opportunities early in the process and help you succeed. And as your company makes new investments in digital capabilities, we also work closely with you in assessing and transforming your value chain and tax model.

Legal entity rationalization

As your business expands, redundant operating and dormant legal entities can lead to unnecessary costs, increased tax liabilities and inefficient use of business and legal resources. You can get in front of potentially significant exposure by reviewing your current group structure, and our team can help you handle these legal entity rationalization projects. We assess every aspect of your structure and operations, and develop a strong understanding of your business objectives, in order to evaluate all possible opportunities, challenges and risks and structure solutions that maximize value and minimize exposure.

Remote workforce

The onset of the global COVID-19 pandemic brought tremendous change to the global work environment. Remote work eventually became an expectation among workers and job candidates alike. The issues presented by remote work span the enterprise—hiring to job location, payroll and corporate tax, compensation and benefits, and regulatory. Companies are making changes to HR policy, benefits packages and corporate structure. Some are implementing centralized employment companies, such as a “Global Employment Company.” Our team can help you assess the pros and cons of these strategies, design a global operating model built around remote work and implement the operating model changes required to go live.

Spin-offs and restructurings

Our spin-offs and restructurings practice is unsurpassed in our depth of experience, sophistication and volume. To help you achieve your objectives, we draw on insights from our past work, including planning and implementing some of the largest and most complex corporate separation, reorganization and post-acquisition integration projects, which give rise to a wide range of tax issues requiring counsel from our skilled lawyers across practices. We can also help you coordinate the work of top accounting firms, economists, valuation consultants and other third-party advisors. Our clients include public and private US- and non-US-based corporations, and we provide counsel on tax-free and taxable spin-offs and structures, manage related tax processes to ensure proper sequencing of transaction steps, prepare legal opinions and SEC filings, and work with the IRS to obtain tax rulings.

A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.

Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.

We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.

We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.

As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.

Today’s businesses are being assailed on every front, as state and local tax authorities attempt to increase revenues and reduce budget cuts. Third-party attacks are also on the rise, with the plaintiffs’ bar increasing its use of class actions and whistleblower cases to reap potential windfalls in the tax arena.

The firm has one of the largest and most diversified state and local tax (SALT) legal practices in the United States. Our lawyers possess in-depth knowledge of the constantly changing tax laws and have the experience and judgment necessary to provide advice and advocacy of the highest caliber. We identify and develop coordinated, cross-jurisdictional solutions for businesses wherever they are subject to existing or potential taxes and work closely with our many state and local contacts in various departments of revenue and with legislators to resolve tax issues.

In the area of tax controversy and litigation, our SALT group is one of the few firms that has argued—and won—state tax cases before the US Supreme Court. These cases include two Supreme Court taxpayer victories in the “unitary” area as well as the landmark Quill sales tax case. We efficiently develop the critical facts, construct the most effective arguments and help clients chart the best course for resolving any matter, whether at the audit or administrative review level or in trial and appellate courts.

Our tax team has repeatedly earned top rankings by leading industry and legal publications. We have been named “Law Firm of the Year” in Tax Law and Tax Litigation by US News-Best Lawyers, “North American Tax Firm of the Year” by International Tax Review and “Tax Practice Group of the Year” by Law360. Chambers USA and The Legal 500 also have singled out our practice and individual lawyers for recognition. We are consistently sought as speakers at conferences throughout the country, and are regularly quoted in publications such as The Wall Street Journal, Bloomberg BNA, Tax Notes/State Tax Today, CFO.com and CBS MoneyWatch.

Administrative & judicial proceedings

Our state and local tax lawyers have handled as many, if not more, state tax cases across the country than any other law firm over the past 30 years. We understand that clients have different appetites for litigating state tax issues. Whether at the compliance, audit or informal conference stages or in litigation, we offer advice and advocacy, always seeking alternative and creative solutions to resolve tax disputes. When necessary and appropriate, our state tax attorneys litigate aggressively, but with respect, to resolve client tax problems. Regardless of a taxpayer’s litigation profile, favorable results are more likely each step of the way when a taxing authority believes the taxpayer has hired an attorney with an extensive litigation portfolio, a history of success, and a strong presence in the state tax controversy community. Our SALT attorneys meet this criteria.

Audit defense

Clients look to the firm to develop audit strategies that address issues raised by state and local tax auditors, and to preemptively identify and resolve potential issues. We understand the goals and methods of the lawyers and professionals who represent the taxing authorities, from drafting document requests to interviewing key corporate employees. Our team frequently takes the lead in audit matters, assisting clients in developing responses to requests for information and to specific proposed audit adjustments, and in negotiations with state and local revenue authorities. When necessary, we can also play a “behind the scenes” role. Either way, with decades of experience, we can recommend “best audit practices” for establishing credibility with agents and officials.

Digital/cloud taxation

As state revenue departments attempt to impose taxes on cloud-based models and digital content using antiquated legal regimes, cloud-service providers and users alike face a host of tax-related questions and risk. Our lawyers have been involved in the national debate and work with providers and consumers of cloud-based services and digital content to understand, react to and comply with the sales and income tax issues that they face in the new economy. We help businesses identify and adjust for risk early in the process. We also work with vendors to understand tax incentives available to foster high-tech build out of facilities and employment. Our lawyers have worked with the Streamlined Sales Tax Governing Board to develop definitions and relevant sourcing rules and have worked extensively with the National Conference of State Legislatures concerning how to address taxation of the cloud.

False Claims Act

In addition to managing normal audit risk, our clients increasingly face the risk of tax-related claims brought by third parties. Such risks include whistleblower claims brought by qui tam plaintiffs alleging an under collection of tax and proposed class action claims alleging an over collection of tax or a violation of consumer fraud statutes. The firm’s SALT Group is well versed in the defense of such claims. We have been at the forefront of defending against whistleblower claims filed under the Illinois False Claims Act over the past decade, including the leading appellate court decisions. We also regularly advise clients about how to avoid such claims. In addition, we routinely represent clients faced with the threat of tax-related class action litigation, and have achieved favorable results for clients in several such matters.

Incentives

State and local governments offer a range of incentives to encourage private investment, business expansion and job creation within their jurisdictions. When companies consider relocating, expanding existing facilities or adding jobs, we can help them offset costs and realize significant value by identifying and claiming the right mix of incentives packages. We understand that the key to obtaining incentives is timing, and that early involvement of experienced legal counsel can improve a company’s leverage when negotiating incentives with state and local officials before a planned investment is initiated. Our incentives practice includes lawyers and project-management professionals operating throughout the United States.

Planning

Our SALT practice provides planning services related to existing business relationships and practices (e.g., structural planning including addressing nexus and apportionment issues), as well as to specific pending transactions (transactional planning). Working with the client’s staff, our lawyers determine where proactive changes can be made to improve the client’s state and local tax situation. One set of tax costs that are often overlooked when planning transactions is the imposition of state and local taxes (such as sales and real estate transfer taxes) on the transaction. Our lawyers not only assist clients in avoiding these hidden pitfalls, but also help them achieve greater tax efficiency in their post-transaction operations.

State & federal legislation

Although traditional legal avenues such as planning, settlement and litigation are often the best courses of action to achieve the desired results for our clients, in some instances these are either unavailable or foreclosed under existing laws or regulations. In those instances, we offer legislative and lobbying initiatives to help achieve the desired results. Our services include monitoring specific issues and legislative initiatives, building consensus with other interested parties, preparing legislative proposals, drafting legislation and communicating proposals to the legislative decision makers.

Unclaimed property

Unclaimed property, including uncashed vendor payment checks, unused balances on gift cards and un-refunded customer overpayments, is a target by many states as a source of revenue. States are adopting enforcement provisions that overreach what often constitutes unclaimed property, conflict with federal precedent, create data privacy issues, and expose businesses to unanticipated liabilities and significant penalties for noncompliance. We represent clients across a broad range of industries—including health care, manufacturing and retail—on unclaimed property issues, particularly those clients embroiled in multi-year, multi-state unclaimed property audits. Our counsel includes advising on the onerous document production process and offering efficient methods to limit both the scope of the responses and potential liability. In addition, we work with non-compliant companies—often following an acquisition—on state voluntary disclosure agreements to become current on state unclaimed property obligations.

The use of sophisticated financial instruments is an effective tool for companies to help manage risk and optimize operations. Successfully utilizing structured financial products requires a deft understanding of the market – both the products available and how the use of structured financial products can protect or enhance a client’s business.

McDermott Will & Schulte has deep experience in the design, trading and use of structured products, derivative financial products and synthetic derivatives. We provide clients a skilled team of lawyers with a stellar reputation and demonstrated success in structured finance. The group is led by lawyers known in the industry as “go to” for structured finance legal needs. In fact, they are recognized for their work by leading directories including Chambers USA and Legal 500.

The team provides a unique blend of transactional, tax, and regulatory knowledge to advise on the impact a structured financial product can have on business operations. Our skilled lawyers provide clients – including banks, private investment companies, municipalities, corporations, dealers and counterparties – the full range of legal services involving the transactional, tax, regulatory, documentation and compliance aspects of a successful structured financial product. In particular, we are skilled at advising clients on the tax treatment of securitizations and structured finance transactions.

We understand and have experience with all types of transactions – securitizations, physical commodities, commodity futures, and commodity derivatives, standardized exchange-traded instruments, evolving over-the-counter products, and derivative products covering credit, equity, fund-linked, interest rate, currency, and weather products. We have particularly deep experience in and are an acknowledged leader in municipal derivatives, having done derivative transactions to finance all types of infrastructure including airports, stadia, arenas, toll roads, hospitals, and more. Our work in this area includes all transactional, tax and regulatory aspects of derivatives.

What sets us apart from the competition is our regulatory depth advising clients on the compliance aspects of structured products. With broad experience in the structure, taxation and regulation of the financial markets, we design and advise clients on structured products and derivatives to assure compliance with corporate governance, legal regulatory, and tax requirements, particularly Dodd-Frank implementation and compliance. Our multi-disciplinary approach ensures we efficiently and effectively help our clients meet their financing and risk transfer needs.

Our Tax Controversy & Litigation Group brings extensive experience and in-depth knowledge to help clients resolve tax disputes inside and outside of the courtroom.

From the planning stages of a transaction or reorganization to any challenge brought by a taxing authority, our tax controversy and litigation lawyers are advocacy-oriented. We work with corporations, private equity funds, partnerships, and high-net-worth individuals to develop bespoke solutions that minimize risk, protect interests, and achieve the most favorable outcomes. By partnering with clients across diverse industries, including technology, energy, and life sciences, we gain deep insights into their business, enabling our tax team to strategically advise on specific disputes.

Founded almost a century ago, the firm is one of the largest tax law practices in the United States. Our tax controversy and litigation lawyers collaborate seamlessly across our broader tax practice, as well as with the firm’s other leading practice groups, including Private Client, White-Collar, and Supreme Court & Appellate Litigation. This integrated approach and dedication to clients’ best interests have earned our tax controversy and litigation team recognition as a leading practice by preeminent publications such as Chambers and Partners, Legal 500, and International Tax Review.

Our tax controversy and litigation lawyers represent clients in various complex matters, including:

• International tax and transfer pricing
• Corporate and partnership tax issues
• Tax credits and incentives
• Gift and estate taxes
• Excise and specialty taxes
• Criminal tax defense
• Non-US tax controversy
• State and local taxes

One of the first and most critical steps in any tax-planning process is the creation of effective financial and tax structures that can withstand the scrutiny of taxing authorities and regulatory agencies. Our experienced tax lawyers work with closely held businesses, publicly traded corporations and multinational enterprises to develop, document and implement cutting-edge solutions that help achieve business objectives and minimize tax liabilities.

Our closely held business group focuses on the unique tax, corporate and other issues facing privately held businesses and their owners, with a focus on family-owned businesses. Our corporate taxation team offers a broad range of tax structuring counsel to tax clients and their affiliates organized as C corporations for US federal income tax purposes. The firm’s pass-through taxation lawyers advise on the use of partnerships, limited liability companies, S corporations, real estate investment trusts (REITs), and other pass-through entities in sophisticated tax planning.

We have highly experienced lawyers who practice in the area of structured investments and derivatives, offering a full range of legal counsel relating to financial products, funds (both registered and unregistered), derivatives, tax credit investments and insurance products. Finally, as one of the preeminent advisory firms in the area of international supply chain planning, we help establish the legal entity structures under which a multinational enterprise develops, produces, markets and sells its products around the world.

Together, we help clients with the formation, operation and unwind of all forms of domestic and international joint ventures, private equity funds in fund formation and acquisition transactions, operators and investors on structuring complex real estate transactions, and other pass-through entities on achieving tax-efficient operations.

Captives

Our lawyers are pioneers in the structuring of alternative risk transfer mechanisms, specializing in captive insurance companies of all types. We focus not only on the development and structuring of creative risk retention and transfer solutions, but also on the operation of efficient risk-management programs designed to enhance business performance by aligning economic incentives with loss minimization to lower the enterprise’s cost of risk. We regularly advise on high-deductible and self-insured retentions, trusts, retro programs, offshore and onshore captives, risk retention groups, risk purchasing groups and group captives. For those clients whose captive arrangements are being challenged by the IRS, we offer effective tax controversy services, drawing on the experience of lawyers who have successfully resolved disputes at Examination, Appeals and the United States Tax Court.

Closely held businesses

Our Closely Held Business group represents 28 of the top 100 (including seven of the top 10) largest privately held businesses in the United States. We focus on the unique tax, corporate and other issues facing closely held businesses and their owners, with an emphasis on family-owned businesses. We provide comprehensive guidance on tax matters arising in the context of daily operations, mergers, acquisitions and other transactions, liquidity events, succession planning transactions, inter/intra-family disagreements (including multi-generational issues), liquidity needs and access to capital. We regularly develop client-service teams to provide effective tax counsel in the context of related legal and business concerns; these teams often include lawyers from our employee benefits, intellectual property, corporate and securities groups.

Cooperatives

We are one of the only law firms in the United States that provides comprehensive legal services to cooperative organizations. We represent cooperatives engaged in a broad range of products and services, including the manufacturing, marketing and wholesale distribution of agricultural products, farm supplies, hardware, groceries, hospital supplies, transportation products, credit and other financial services, electricity, telephone services and housing. We represent clients in disputes with the IRS, before legislative and regulatory bodies, and—in conjunction with lawyers from throughout the firm—in handling a broad range of corporate transactions, financings, intellectual property and other issues. In addition, we have worked with many entities in the Farm Credit System and have advised numerous agriculture-related trade associations.

Partnerships & joint ventures

National and multinational companies are increasingly forming international joint ventures with related and third parties as an efficient means to enter the global marketplace. When these joint ventures take the form of a partnership for US federal income tax purposes, it is essential that the parties have a comprehensive understanding of the US partnership and the international tax opportunities and consequences of the structure. It is equally important to take account of the tax issues that arise in a contractual alliance that is not intended to constitute a tax partnership. Our industry-leading partnership and international taxation lawyers guide clients through the complex tax issues related to all stages of international joint ventures, including formation, operation and exit.

Pass-throughs

We advise clients on the use of partnerships, limited liability companies, S corporations, real estate investment trusts (REITs), and other pass-through entities to assist in sophisticated tax planning, including avoiding double taxation, obtaining the full benefit of tax losses or tax incentives, and minimizing the tax impact of asset acquisitions or dispositions. We help individuals, investor groups and owners with the formation, operation and unwind of domestic and international joint ventures, counsel private equity funds in fund formation and acquisition transactions, and represent operators and investors in structuring complex real estate transactions and other pass-through entities in order to achieve tax-efficient operations.

US federal tax laws and policies change frequently and quickly. As a result, federal tax compliance requires effective planning, ongoing management, and considerable creativity and flexibility. Our highly skilled and experienced tax team advises clients on the full spectrum of federal tax laws, from addressing the tax ramifications of day-to-day operational and business decisions, to managing the impacts of the US Tax Cuts and Jobs Act and the taxation of e-commerce and cloud-based services.

Our lawyers advise on all federal tax-related aspects of acquisitions and dispositions, mergers and financial structures and products, as well as new business operations. We develop cutting-edge planning solutions for clients by analyzing and comparing alternatives to achieve business objectives while minimizing tax liabilities.

Our team includes former US Department of Justice Tax Division and IRS litigators and administrators, who now represent clients before the IRS. This “inside” experience maximizes our effectiveness and helps in obtaining private letter rulings and informal expressions of opinion. With access to the full resources of our leading national tax practice and experienced lawyers in each of the firm’s offices and practice groups, we advise on highly focused and complex tax matters involving capital markets, closely held businesses, cooperatives, financial products and derivatives, pass-throughs and transfer pricing. We also provide industry-focused counsel to clients operating in the aviation, e-commerce, energy, insurance and real estate sectors, among others.

Administrative & Judicial Proceedings

Resolving tax disputes as early as possible is desirable for all taxpayers. We work with clients at all levels, starting with the IRS Exam level. When issues cannot be resolved at this level, we regularly represent clients at the next administrative level, where IRS Appeals has the authority to consider the “hazards” of litigation in considering a settlement. When resolution remains out of reach, we draw on our highly experienced tax controversy and litigation team, which includes several former IRS and US Department of Justice federal tax litigators and Tax Court clerks. This team has been extremely successful, achieving several recent noteworthy victories for taxpayers in the trial courts, courts of appeal, and the US Supreme Court. We have an excellent reputation within the IRS for advocating for our clients’ interests forcefully, but professionally.

International Considerations

With international tax lawyers based in the United States, United Kingdom, France, Germany and Italy, we provide coordinated, multi-jurisdictional counsel to multinational clients on complex tax issues relating to cross-border investments and transactions, including acquisitions, dispositions and internal restructurings. We advise on a wide variety of issues, including anti-deferral rules, such as controlled foreign company regimes, foreign tax credit and dividend exemption systems, transfer pricing regimes, bilateral tax treaties, EU directives and law, thin capitalization rules, and rules governing cross-border asset transfers and reorganizations. Our international tax practice is also enhanced geographically through our International Tax Panel, which includes local tax specialists in nearly 40 countries.

Legislative Matters

Lawyers in our US and European offices have significant experience helping shape the future of tax legislation to the benefit of our clients. Our Washington, DC, team includes several former legislative assistants who have served with members of Congress and whose longstanding and continuing relationships with lawmakers provide the necessary access to Congress and the ability to potentially impact future legislation. We also regularly provide comments to the IRS in connection with new and proposed tax regulations. In London, we are actively involved through the membership of representative bodies (Law Society, International Chamber of Commerce and Chartered Institute of Taxation) in making presentations to the Inland Revenue and Treasury Ministers on legislative reforms. Experienced tax lawyers in our German offices likewise provide a broad range of legislative advocacy in the German market.

With one of the world’s premier transfer pricing law practices, our team provides clients with pragmatic, cost-efficient and comprehensive solutions to their transfer pricing needs. We are sought regularly by major multinational enterprises to handle transfer pricing planning and advance pricing agreement (APA) and controversy matters, including controversy cases that other professional advisors have not been able to resolve.

We routinely handle some of the largest transfer pricing cases around the world. Our team has established working relationships with – and has an understanding of – taxing authorities worldwide. We apply our deep knowledge of the pertinent legal, tax and economic issues to transfer pricing in the context of international tax planning, compliance, APAs and controversy, and the interface of tax/financial accounting.

Together with professional colleagues in more than 20 offices, we provide controversy support and counsel on government rulings, reporting, intangible property planning, permanent establishment theories and other issues.

Members of our transfer pricing team are leaders in their field who have authored principal US and OECD (Organization for Economic Co-operation and Development) transfer pricing treatises, and act as standard authorities in the field of transfer pricing. We are frequently asked by the OECD to comment on transfer pricing matters and are active in the OECD Business and Industry Advisory Committee, the International Chamber of Commerce Commission on Taxation and the United States Council for International Business. Members of the team also have held high-level positions (including serving as chair) on the transfer pricing committee for the American Bar Association (ABA). In addition, members of the team lead a Transfer Pricing Discussion Group of large US- and foreign-based multinational enterprises.