Transactional Tax

Overview

Clients engaging in complex commercial transactions require forward-looking, creative and sophisticated advice to meet their immediate goals and be in a position to easily adjust to changing laws and new opportunities. Our attorneys partner with clients to help them meet strategic business and financial goals and minimize the tax impact of their business transactions. As a team of forward-thinking attorneys, we bring important issues to our clients’ attention early in the structuring phase of a transaction and anticipate the potential long-term effect of a transaction so that clients are better prepared. Our attorneys do more than just identify issues –they develop solutions that help our clients achieve their business goals in the most tax-efficient way possible.

Our lawyers help clients structure, negotiate and document a variety of business transactions – including corporate, partnership and limited liability company formations; taxable and tax-free mergers and acquisitions; disposition transactions (including spinoff transactions, asset sales and stock sales); joint ventures; and financing and recapitalization transactions – in a tax-efficient manner by working closely with clients, investment bankers and the applicable tax authorities, and adhering to aggressive timetables in order to maximize client business opportunities.

We maximize our clients’ business opportunities by assisting with focused and tax-efficient transactions, including inbound and outbound investments, cross-border mergers, dispositions, public and private debt and equity financings and offerings, recapitalizations, and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; and preparing for transfer pricing, foreign entity classification, foreign tax credits, foreign currency transactions, profit repatriations and tax treaty issues. When necessary, we obtain IRS rulings of domestic and international corporate, financial product, and tax accounting issues in connection with public and private transactions.

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We regularly advise public and private real estate investment trusts (REITs) regarding the tax implications of various business transactions, including going public; secondary offerings of debt and equity (including from non-U.S. markets); tax compliance and private letter ruling issues; mergers with public REITs, private REITs and non-REITs; UPREIT structures; downREIT transactions; and joint ventures and limited liability company agreements. We have served as tax counsel to special committees of public REITs regarding complex issues such as management buyouts, auction transactions, IRS closing agreements and REIT qualification issues, and we have worked extensively with NAREIT and the Real Estate Round Table on legislative and tax policy issues.

We also regularly advise private equity funds, venture capital funds, fundless sponsors and publicly traded partnerships on structuring issues, as well as domestic and cross-border acquisition, recapitalization and disposition matters.

When clients or their portfolio companies are experiencing financial difficulties, we help them develop practical plans and alternative proposals to restructure debt and equity, and we advise both lenders and borrowers in connection with leveraged leasing, sale-leasebacks, workouts, capital restructurings and bankruptcies.

Select Experience

  • Designed integrated global structures by creating tax-advantaged holding companies and intellectual property holding companies. Our legal services required evaluation of the tax-efficient capitalization plans for each business and plans for substantial Subpart F expansions into Europe by one of the largest U.S. privately-held companies and a significant Internet-based company.
  • Represented the family owners of a top retail products company in connection with the sale of their company to a public company, structuring the sale so as to give the client cash along with stock and diversify their portfolio with a significant holding of public company stock.
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Professionals

Name Title Office Email
Partner Washington, D.C.
Partner Columbus
Partner Orlando
Of Counsel Los Angeles
Of Counsel Denver
Counsel Denver
Partner Cleveland
Partner Atlanta
Associate Columbus
Partner Washington, D.C.
Partner Columbus
Staff Attorney New York
Counsel Cleveland
Partner Washington, D.C.
Partner Cleveland
Partner Orlando
Partner Washington, D.C.
Partner Cleveland
Partner New York
Partner Denver
Partner Cleveland
Partner Denver
Partner Cleveland
Partner Cleveland
Associate Costa Mesa
Associate Cleveland

Experience

  • Designed integrated global structures by creating tax-advantaged holding companies and intellectual property holding companies. Our legal services required evaluation of the tax-efficient capitalization plans for each business and plans for substantial Subpart F expansions into Europe by one of the largest U.S. privately-held companies and a significant Internet-based company.
  • Represented the family owners of a top retail products company in connection with the sale of their company to a public company, structuring the sale so as to give the client cash along with stock and diversify their portfolio with a significant holding of public company stock.
  • Obtained IRS rulings on a multitude of domestic and international corporate, financial product, and tax accounting issues in connection with public and private transactions.
  • Structured or restructured numerous multi-national groups in connection with acquisition and disposition transactions.
  • Obtained two favorable rulings from the IRS National Office on the current deductibility of renewable energy credits.
  • Negotiated joint ventures and limited liability company agreements with developers, pension funds, and venture capital funds.
  • Secured a research tax credit in the amount of $25 million on behalf of a regulated public utility.

Recognition

  • Chambers USA: Tax in Washington, D.C. (2010 to 2015)
  • BTI Client Service 30: BakerHostetler advanced 19 positions to #9 (2016)
  • "Best Law Firms" 2014: National Tier 1 Ranking in the areas of Litigation – Tax, Tax Law and Trusts & Estates Law from U.S. News – Best Lawyers®.
  • The Best Lawyers in America© 2014: Twenty-seven partners were selected by their peers for inclusion in various tax-related fields.
  • Who’s Who Legal 2013 recognized two partners in the area of Corporate Tax.

News

News

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